Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 14, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
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 | 168,919,941 | ||
Entity Public Float | $ 47,830 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 3,367,914 | $ 3,393,216 |
Restricted cash | 155,323 | 105,519 |
Accounts receivable, net | 515,381 | 499,142 |
Inventory | 2,263,537 | 2,067,454 |
Prepaid expenses and other current assets | 268,365 | 194,465 |
Total current assets | 6,570,520 | 6,259,796 |
Property, plant and equipment, net | 10,027,522 | 5,982,957 |
Intangible assets, net | 361,502 | 376,145 |
Goodwill | 60,237 | |
MyPower customer notes receivable, net of current portion | 456,652 | 506,302 |
Restricted cash, net of current portion | 441,722 | 268,165 |
Other assets | 273,123 | 216,751 |
Total assets | 28,655,372 | 22,664,076 |
Current liabilities | ||
Accounts payable | 2,390,250 | 1,860,341 |
Accrued liabilities and other | 1,731,366 | 1,210,028 |
Deferred revenue | 1,015,253 | 763,126 |
Resale value guarantees | 787,333 | 179,504 |
Customer deposits | 853,919 | 663,859 |
Current portion of long-term debt and capital leases | 796,549 | 984,211 |
Total current liabilities | 7,674,670 | 5,827,005 |
Long-term debt and capital leases, net of current portion | 9,415,700 | 5,860,049 |
Convertible senior notes issued to related parties | 2,519 | 10,287 |
Deferred revenue, net of current portion | 1,177,799 | 851,790 |
Resale value guarantees, net of current portion | 2,309,222 | 2,210,423 |
Other long-term liabilities | 2,442,970 | 1,891,449 |
Total liabilities | 23,022,980 | 16,750,167 |
Commitments and contingencies (Note 17) | ||
Redeemable noncontrolling interests in subsidiaries | 397,734 | 367,039 |
Convertible senior notes (Note 13) | 70 | 8,784 |
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; 168,797 and 161,561 shares issued and outstanding as of December 31, 2017 and December 31, 2016, respectively | 169 | 161 |
Additional paid-in capital | 9,178,024 | 7,773,727 |
Accumulated other comprehensive gain (loss) | 33,348 | (23,740) |
Accumulated deficit | (4,974,299) | (2,997,237) |
Total stockholders' equity | 4,237,242 | 4,752,911 |
Noncontrolling interests in subsidiaries | 997,346 | 785,175 |
Total liabilities and equity | 28,655,372 | 22,664,076 |
Operating Lease Vehicles [Member] | ||
Current assets | ||
Operating lease net | 4,116,604 | 3,134,080 |
Solar Energy Systems [Member] | ||
Current assets | ||
Operating lease net | 6,347,490 | 5,919,880 |
Solar Bonds [Member] | ||
Current liabilities | ||
Current portion of solar bonds and promissory notes issued to related parties | 100,000 | 165,936 |
Solar bonds issued to related parties, net of current portion | $ 100 | $ 99,164 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
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 | 168,797,000 | 161,561,000 |
Common stock shares outstanding | 168,797,000 | 161,561,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | |||
Automotive sales | $ 8,534,752 | $ 5,589,007 | $ 3,431,587 |
Automotive leasing | 1,106,548 | 761,759 | 309,386 |
Total automotive revenues | 9,641,300 | 6,350,766 | 3,740,973 |
Energy generation and storage | 1,116,266 | 181,394 | 14,477 |
Services and other | 1,001,185 | 467,972 | 290,575 |
Total revenues | 11,758,751 | 7,000,132 | 4,046,025 |
Cost of revenues | |||
Automotive sales | 6,724,480 | 4,268,087 | 2,639,926 |
Automotive leasing | 708,224 | 481,994 | 183,376 |
Total automotive cost of revenues | 7,432,704 | 4,750,081 | 2,823,302 |
Energy generation and storage | 874,538 | 178,332 | 12,287 |
Services and other | 1,229,022 | 472,462 | 286,933 |
Total cost of revenues | 9,536,264 | 5,400,875 | 3,122,522 |
Gross profit | 2,222,487 | 1,599,257 | 923,503 |
Operating expenses | |||
Research and development | 1,378,073 | 834,408 | 717,900 |
Selling, general and administrative | 2,476,500 | 1,432,189 | 922,232 |
Total operating expenses | 3,854,573 | 2,266,597 | 1,640,132 |
Loss from operations | (1,632,086) | (667,340) | (716,629) |
Interest income | 19,686 | 8,530 | 1,508 |
Interest expense | (471,259) | (198,810) | (118,851) |
Other (expense) income, net | (125,373) | 111,272 | (41,652) |
Loss before income taxes | (2,209,032) | (746,348) | (875,624) |
Provision for income taxes | 31,546 | 26,698 | 13,039 |
Net loss | (2,240,578) | (773,046) | (888,663) |
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests in subsidiaries | (279,178) | (98,132) | |
Net loss attributable to common stockholders | $ (1,961,400) | $ (674,914) | $ (888,663) |
Net loss per share of common stock attributable to common stockholders | |||
Basic | $ (11.83) | $ (4.68) | $ (6.93) |
Diluted | $ (11.83) | $ (4.68) | $ (6.93) |
Weighted average shares used in computing net loss per share of common stock | |||
Basic | 165,758 | 144,212 | 128,202 |
Diluted | 165,758 | 144,212 | 128,202 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss attributable to common stockholders | $ (1,961,400) | $ (674,914) | $ (888,663) |
Unrealized gains (losses) on derivatives: | |||
Change in net unrealized gain | 43,220 | 7,443 | |
Less: Reclassification adjustment for net (gains) losses into net loss | (5,570) | (44,904) | 22 |
Net unrealized (loss) gain on derivatives | (5,570) | (1,684) | 7,465 |
Foreign currency translation adjustment | 62,658 | (18,500) | (10,999) |
Other comprehensive income (loss) | 57,088 | (20,184) | (3,534) |
Comprehensive loss | $ (1,904,312) | $ (695,098) | $ (892,197) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | SolarCity and Assumed Awards [Member] | Redeemable Noncontrolling Interests [Member] | Common Stock [Member] | Common Stock [Member]SolarCity and Assumed Awards [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]SolarCity and Assumed Awards [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total Stockholder's Equity [Member] | Total Stockholder's Equity [Member]SolarCity and Assumed Awards [Member] | Noncontrolling Interests in Subsidiaries [Member] |
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 | |||||||||||
Reclassification from mezzanine equity to equity for Convertible Senior Notes due in 2018 | 10,910 | 10,910 | 10,910 | |||||||||
Issuance of common stock public offering | 738,408 | $ 3 | 738,405 | 738,408 | ||||||||
Issuance of common stock public offering, shares | 3,099 | |||||||||||
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 | 2,638 | |||||||||||
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 | |||||||||||
Reclassification from mezzanine equity to equity for Convertible Senior Notes due in 2018 | 38,501 | 38,501 | 38,501 | |||||||||
Exercise of conversion feature of convertible senior notes due 2018 | (15,056) | (15,056) | (15,056) | |||||||||
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 | |||||||||||
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 upon acquisition | $ 2,145,988 | $ 11 | $ 2,145,977 | $ 2,145,988 | ||||||||
Issuance of common stock upon acquisition, shares | 11,125 | |||||||||||
Stock-based compensation | 347,357 | 347,357 | 347,357 | |||||||||
Assumption of capped calls | (3,460) | (3,460) | (3,460) | |||||||||
Assumption of noncontrolling interests through acquisition | 750,574 | $ 315,943 | $ 750,574 | |||||||||
Contributions from noncontrolling interests through acquisition | 100,531 | 100,996 | 100,531 | |||||||||
Distributions to noncontrolling interests through acquisition | (10,561) | (7,137) | (10,561) | |||||||||
Net loss | (730,283) | (42,763) | (674,914) | (674,914) | (55,369) | |||||||
Other comprehensive loss | (20,184) | (20,184) | (20,184) | |||||||||
Balance at Dec. 31, 2016 | 5,538,086 | 367,039 | $ 161 | 7,773,727 | (2,997,237) | (23,740) | 4,752,911 | 785,175 | ||||
Balance, shares at Dec. 31, 2016 | 161,561 | |||||||||||
Conversion feature of Convertible Senior Notes due in 2022 | 145,613 | 145,613 | 145,613 | |||||||||
Purchases of bond hedges | (204,102) | (204,102) | (204,102) | |||||||||
Sales of warrants | 52,883 | 52,883 | 52,883 | |||||||||
Reclassification from mezzanine equity to equity for Convertible Senior Notes due in 2018 | 8,714 | 8,714 | 8,714 | |||||||||
Exercise of conversion feature of convertible senior notes due 2018 | 230,153 | $ 2 | 230,151 | 230,153 | ||||||||
Exercise of conversion feature of convertible senior notes due 2018, share | 1,408 | |||||||||||
Issuance of common stock public offering | 399,647 | $ 2 | 399,645 | 399,647 | ||||||||
Issuance of common stock public offering, shares | 1,536 | |||||||||||
Common stock issued, net of shares withheld for employee taxes | 259,385 | $ 4 | 259,381 | 259,385 | ||||||||
Common stock issued, net of shares withheld for employee taxes, Shares | 4,257 | |||||||||||
Issuance of common stock upon acquisition | 10,528 | $ 0 | 10,528 | 10,528 | ||||||||
Issuance of common stock upon acquisition, shares | 35 | |||||||||||
Stock-based compensation | 485,822 | 485,822 | 485,822 | |||||||||
Contributions from noncontrolling interests | 597,282 | 192,421 | 597,282 | |||||||||
Distributions to noncontrolling interests | (163,626) | (100,703) | (163,626) | |||||||||
Buy-outs of noncontrolling interests | (409) | (2,921) | (409) | |||||||||
Net loss | (2,182,476) | (58,102) | (1,961,400) | (1,961,400) | (221,076) | |||||||
Other comprehensive loss | 57,088 | 57,088 | 57,088 | |||||||||
Balance at Dec. 31, 2017 | $ 5,234,588 | $ 397,734 | $ 169 | 9,178,024 | (4,974,299) | $ 33,348 | $ 4,237,242 | $ 997,346 | ||||
Balance, shares at Dec. 31, 2017 | 168,797 | |||||||||||
Adjustments for prior periods from adopting Accounting Standards Update No. 2016-09 | $ 15,662 | $ (15,662) |
Consolidated Statements of Red7
Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Stockholders Equity [Abstract] | |||
Common stock issued, per share | $ 262 | $ 215 | $ 242 |
Common stock public offering issuance costs | $ 2,854 | $ 14,595 | $ 11,122 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from Operating Activities | |||
Net loss | $ (2,240,578) | $ (773,046) | $ (888,663) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 1,636,003 | 947,099 | 422,590 |
Stock-based compensation | 466,760 | 334,225 | 197,999 |
Amortization of debt discounts and issuance costs | 91,037 | 94,690 | 78,054 |
Inventory write-downs | 131,665 | 65,520 | 44,940 |
Loss on disposals of fixed assets | 105,770 | 34,633 | 37,723 |
Foreign currency transaction losses (gains) | 52,309 | (29,183) | 55,765 |
Loss (gain) related to SolarCity acquisition | 57,746 | (88,727) | |
Non-cash interest and other operating activities | 135,237 | (15,179) | 20,382 |
Changes in operating assets and liabilities, net of effect of business combinations: | |||
Accounts receivable | (24,635) | (216,565) | 46,267 |
Inventories | (178,850) | (632,867) | (369,364) |
Operating lease vehicles | (1,522,573) | (1,832,836) | (1,204,496) |
Prepaid expenses and other current assets | (72,084) | 56,806 | (29,595) |
MyPower customer notes receivable and other assets | (15,453) | (49,353) | (24,362) |
Accounts payable and accrued liabilities | 388,206 | 750,640 | 263,345 |
Deferred revenue | 468,902 | 382,962 | 322,203 |
Customer deposits | 170,027 | 388,361 | 36,721 |
Resale value guarantee | 208,718 | 326,934 | 442,295 |
Other long-term liabilities | 81,139 | 132,057 | 23,697 |
Net cash used in operating activities | (60,654) | (123,829) | (524,499) |
Cash Flows from Investing Activities | |||
Purchases of property and equipment excluding capital leases, net of sales | (3,414,814) | (1,280,802) | (1,634,850) |
Maturities of short-term marketable securities | 16,667 | ||
Purchases of solar energy systems, leased and to be leased | (666,540) | (159,669) | |
Increases in restricted cash | (223,090) | (206,149) | (26,441) |
Business combinations, net of cash acquired | (114,523) | 213,523 | (12,260) |
Net cash used in investing activities | (4,418,967) | (1,416,430) | (1,673,551) |
Cash Flows from Financing Activities | |||
Proceeds from issuances of common stock in public offerings | 400,175 | 1,701,734 | 730,000 |
Proceeds from issuances of convertible and other debt | 7,138,055 | 2,852,964 | 318,972 |
Repayments of convertible and other debt | (3,995,484) | (1,857,594) | |
Repayments of borrowings under Solar Bonds issued to related parties | (165,000) | ||
Collateralized lease borrowings | 511,321 | 769,709 | 568,745 |
Proceeds from exercises of stock options and other stock issuances | 259,116 | 163,817 | 106,611 |
Principal payments on capital leases | (103,304) | (46,889) | (203,780) |
Common stock and debt issuance costs | (63,111) | (20,042) | (17,025) |
Purchases of convertible note hedges | (204,102) | ||
Proceeds from settlements of convertible note hedges | 287,213 | ||
Proceeds from issuances of warrants | 52,883 | ||
Proceeds from issuance of common stock in private placement | 20,000 | ||
Payments for settlements of warrants | (230,385) | ||
Proceeds from investments by noncontrolling interests in subsidiaries | 789,704 | 201,527 | |
Distributions paid to noncontrolling interests in subsidiaries | (261,844) | (21,250) | |
Payments for buy-outs of noncontrolling interests in subsidiaries | (373) | ||
Net cash provided by financing activities | 4,414,864 | 3,743,976 | 1,523,523 |
Effect of exchange rate changes on cash and cash equivalents | 39,455 | (7,409) | (34,278) |
Net (decrease) increase in cash and cash equivalents | (25,302) | 2,196,308 | (708,805) |
Cash and cash equivalents, beginning of period | 3,393,216 | 1,196,908 | 1,905,713 |
Cash and cash equivalents, end of period | 3,367,914 | 3,393,216 | 1,196,908 |
Supplemental Non-Cash Investing and Financing Activities | |||
Shares issued in connection with business combinations and assumed vested awards | 10,528 | 2,145,977 | |
Acquisitions of property and equipment included in liabilities | 914,108 | 663,771 | 267,334 |
Estimated fair value of facilities under build-to-suit leases | 313,483 | 307,879 | 174,749 |
Supplemental Disclosures | |||
Cash paid during the period for interest, net of amounts capitalized | 182,571 | 38,693 | 32,060 |
Cash paid during the period for taxes, net of refunds | $ 65,695 | $ 16,385 | $ 9,461 |
Overview
Overview | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Overview | Note 1 – Overview 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 design, manufacture, install and sell solar energy generation and energy storage products. Our Chief Executive Officer, as the chief operating decision maker (“CODM”), organizes the Company, manages resource allocations and measures performance among two operating segments: (i) automotive and (ii) energy generation and storage. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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 (“GAAP”) and reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. In accordance with the provisions of Accounting Standards Codification (“ASC”) 810, Consolidation 18 VIE Arrangements Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. 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, liabilities and disclosures in the 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, 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, determining lease pass-through financing obligations, the discount rates used to determine the fair value of investment tax credits, the valuation of build-to-suit lease assets, 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 values and useful lives of acquired assets, assumed liabilities and 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 internet connectivity, free access to our Supercharger network and future free over-the-air software updates. These other elements 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 our best estimated selling price by considering costs used to develop and deliver the service, third-party pricing of similar options and other information that may be available. 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. In addition, any fees that are paid or payable by us to a customer’s lender, when we arrange the financing, would be recognized as an offset against automotive sales revenue, in accordance with ASC 605-50, Customer Payments and Incentives As of December 31, 2017 and 2016, we had deferred $498.9 million and $291.2 million, respectively, related to the purchase of vehicle maintenance and service plans, access to our Supercharger network, internet connectivity, autopilot and over-the-air software updates. 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 “Vehicle sales to customers with a resale value guarantee,” “Vehicle sales to leasing partners with a resale value guarantee” and “Direct Vehicle Leasing Program” for further details. Resale Value Guarantees and Other Financing Programs Vehicle sales to customers with a resale value guarantee Prior to June 30, 2016, we offered resale value guarantees or similar buy-back terms to all customers who purchased vehicles and who financed their vehicles through one of our specified commercial banking partners. Since 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, which currently is generally at the end of the term of the applicable loan or financing program, for a determined resale value. 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 the consolidated balance sheet as operating lease vehicles, net, and depreciate their value, less salvage value, to cost of automotive leasing revenue over the same period. In cases where 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 cost of automotive leasing revenue. If a customer returns the vehicle 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 the consolidated balance sheet to used vehicle inventory. As of December 31, 2017 and 2016, $375.7 million and $179.5 million, respectively, of the guarantees were exercisable by customers within the next 12 months. 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 cost of automotive leasing revenue . The maximum amount we could be required to pay under this program, should we decide to repurchase all vehicles, was $742.9 million and $ million as of December 31, 2017 and 2016, respectively, including $411.6 million within a 12-month period from December 31, 2017. As of December 31, 2017 and 2016, we had $1.64 billion 1.18 289.1 respectively. As of December , 2017 and 2016, we had a total of $26.2 million and $57.0 million, respectively, in accounts receivable 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. Activity related to our resale value guarantee and similar programs consisted of the following (in thousands): Year Ended December 31, 2017 2016 Operating Lease Vehicles Operating lease vehicles—beginning of period $ 2,462,061 $ 1,556,529 Net increase in operating lease vehicles 1,208,445 1,355,128 Depreciation expense recorded in cost of automotive leasing revenues (377,491 ) (255,167 ) Additional depreciation expense recorded in cost of automotive leasing revenues as a result of early cancellation of resale value guarantee (22,156 ) (13,495 ) Additional depreciation expense recorded in cost of automotive leasing revenues as a result of expiration (138,760 ) (114,264 ) Increases to inventory from vehicles returned under our trade-in program and exercises of resale value guarantee (76,675 ) (66,670 ) Operating lease vehicles—end of period $ 3,055,424 $ 2,462,061 Deferred Revenue Deferred revenue—beginning of period $ 916,652 $ 679,132 Net increase in deferred revenue from new vehicle deliveries and reclassification of collateralized borrowing from long-term to short-term 742,817 715,011 Amortization of deferred revenue and short-term collateralized borrowing recorded in automotive leasing revenue (634,317 ) (457,113 ) Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee (3,451 ) (5,192 ) Recognition of deferred revenue resulting from return of vehicle under trade-in program, expiration, and exercises of resale value guarantee (15,765 ) (15,186 ) Deferred revenue—end of period $ 1,005,936 $ 916,652 Resale Value Guarantee Resale value guarantee liability—beginning of period $ 2,389,927 $ 1,430,573 Increase in resale value guarantee 1,201,660 1,267,445 Reclassification from long-term to short-term collateralized borrowing (257,075 ) (116,078 ) Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee (18,781 ) (16,543 ) Release of resale value guarantee resulting from return of vehicle under trade-in program and exercises (80,599 ) (62,919 ) Release of resale value guarantee resulting from expiration of resale value guarantee (138,577 ) (112,551 ) Resale value guarantee liability—end of period $ 3,096,555 $ 2,389,927 Direct Vehicle Leasing Program We offer a vehicle leasing program in certain locations in the North America and Europe. Qualifying customers are permitted to lease a vehicle directly from Tesla for up to 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 pre-determined residual value. We account for these leasing transactions as operating leases, and we recognize leasing revenues on a straight-line basis over the contractual term and record the depreciation of these vehicles to cost of automotive leasing revenue. As of December 31, 2017 and 2016, we had deferred $96.6 million and $67.2 million, respectively, 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, 2017, 2016 and 2015, we recognized $220.6 million, $112.7 million and $41.2 million, respectively. 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 (“GHG”) 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 our 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 regulatory credits at the time legal title to the regulatory credits is transferred to the purchasing party as automotive revenue in the consolidated statement of operations. Revenue from the sale of regulatory credits totaled $360.3 million, $302.3 million and $168.7 million for the years ended December 31, 2017, 2016 and 2015, respectively. Additionally, we have entered into agreements with the State of Nevada and Storey County in Nevada that will provide abatements for sales, use, real property, personal property 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 us and our partners for Gigafactory 1 of at least $3.50 billion in the aggregate on or before June 30, 2024, which were met as of December 31, 2017, and certain other conditions specified in the agreements. If we do not satisfy one or more conditions under the agreement, we would be required to repay to the respective taxing authorities the amounts of the tax incentives incurred plus interest. As of December 31, 2017 and 2016, we had earned $163.0 million and $45 million, respectively, 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. Service and Other Revenue Service and other revenue consists of repair and maintenance services, service plans, merchandise, sales of used Tesla vehicles, sales of electric vehicle powertrain components and systems to other manufacturers and sales of non-Tesla vehicle trade-ins. Energy Generation and Storage Segment 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 the consolidated balance sheet. However, any fees that are paid or payable by us to a solar loan lender would be recognized as an offset against energy generation and storage 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, including energy storage products, 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 have been 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 the consolidated balance sheet. 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, 2017 and 2016, deferred revenue related to such customer payments amounted to $320.0 million and $268.2 million, respectively. As of December 31, 2017 and 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 (i.e. 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. Cost of Revenue Automotive Cost of automotive revenue 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 automotive revenue 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 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. Service and Other Cost of service and other revenue includes direct parts, material and labor costs, manufacturing overhead associated with sales of electric vehicle powertrain components and systems to other manufacturers, costs associated with providing maintenance and development services and costs associated with sales of used vehicles. Energy Generation and Storage Energy generation and storage cost of revenue includes direct and indirect material and labor costs, warehouse rent, freight, warranty expense, other overhead costs and amortization of certain acquired intangible assets. In addition, where arrangements are 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. 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 the related transportation costs are included in cost of automotive revenue. 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 the consolidated statement of operations. We incurred marketing, promotional and advertising costs of $66.5 million, $48.0 million and $58.3 million in the years ended December 31, 2017, 2016 and 2015, 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 income (loss) and other comprehensive income (loss). Other comprehensive income 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 is estimated on the grant or offering date using the Black-Scholes option-pricing model. 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 actual forfeitures in the period (prior to 2017, net of estimated projected forfeitures). Stock-based compensation associated with awards assumed from the acquisition of SolarCity Corporation (“SolarCity”) is measured as of the acquisition date using the relevant assumptions and recognized on a straight-line basis over the remaining requisite service period, net of actual forfeitures in the period (prior to 2017, net of estimated projected 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, 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 achievement. The fair value of such awards is estimated on the grant date using Monte Carlo simulations (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 we enter into to finance the costs of solar energy systems and vehicles 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 at book value (“HLBV”) method. We, therefore, determine the amount of the noncontrolling interests and redeemable noncontrolling interests in the net assets of the funds at each balance sheet date using the HLBV method, which is presented on the consolidated balance sheet as noncontrolling interests in subsidiaries and redeemable noncontrolling interests in subsidiaries. Under the HLBV method, the amounts reported as noncontrolling interests and redeemable noncontrolling interests in the consolidated balance sheet 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 with tax laws effective at the balance sheet date 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 the 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 the consolidated balance sheet 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 Basic 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 weighted-average shares of common stock underlying outstanding stock-based awards, warrants and convertible senior notes using the treasury stock method or the if-converted method, as applicable, are included when calculating diluted net income (loss) per share of common stock attributable to common stockholders when their effect is dilutive. Since we expect to settle in cash the principal outstanding under the 0.25% Convertible Senior Notes due in 2019, the 1.25% Convertible Senior Notes due in 2021 and the 2.375% Convertible Senior Notes due in 2022, we use the treasury stock method when calculating their potential dilutive effect, if any. The following table presents the potentially dilutive shares that were excluded from the computation of diluted net income (loss) per share of common stock attributable to common stockholders, because their effect was anti-dilutive: Year Ended December 31, 2017 2016 2015 Stock-based awards 10,456,363 12,091,473 15,592,736 Convertible senior notes 2,315,463 841,191 2,431,265 Warrants 579,137 262,702 1,049,791 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 cash equivalents. Our cash equivalents are primarily comprised of money market funds. Restricted Cash and Deposits We maintain certain cash balances restricted as to withdrawal or use. Our restricted cash is comprised primarily of cash as collateral for our sales to lease partners with a resale value guarantee, letters of credit, real estate leases, insurance policies, credit card borrowing facilities and certain operating leases. In addition, restricted cash includes cash received from certain fund investors that have not been released for use by us and cash held to service certain payments under various secured debt facilities. Accounts Receivable and Allowance for Doubtful Accounts receivable primarily include amounts related to sales of powertrain systems, sales of energy generation and storage products, receivables from financial institutions and leasing companies offering various financing products to our customers, sales of regulatory credits to other automotive manufacturers and maintenance services on vehicles owned by leasing companies. We provide an allowance against accounts receivable to the amount we reasonably believe will be collected. We write-off accounts receivable when they are deemed uncollectible. We typically do not carry significant accounts receivable related to our vehicle and related sales as customer payments are due prior to vehicle delivery, except for amounts due from commercial financial institutions for approved financing arrangements between our customers and the financial institutions. MyPower Customer Notes Receivable We have customer notes receivable under the legacy MyPower loan program. MyPower was offered by SolarCity to provide residential customers with the option to finance the purchase of a solar energy system through a 30-year loan. The outstanding balances, net of any allowance for potentially uncollectible amounts, are presented on the consolidated balance sheet 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 the allowance for losses. Since acquisition, there have been no new significant customers with known disputes or collection issues, and the amount of potentially uncollectible amounts has been 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, 2017. 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 and interest rate swaps. Our cash balances are primarily invested in money market funds or on deposit at high credit quality financial institutions in the U.S. At times, these deposits may be in excess of insured limits. As of December 31, 2017, no entity represented 10% or more of our total accounts receivable balance. As of December 31, 2016, one entity represented approximately 10% of our total accounts receivable balance. The risk of concentration for our interest rate swaps is mitigated by transacting with several highly-rated multinational banks. Supply Risk We are dependent on our suppliers, the majority of which are single source suppliers, and the inability of these suppliers to deliver necessary components of our products in a timely manner at prices, quality levels and volumes acceptable to us, or our inability to efficiently manage these components from these suppliers, could have a material adverse effect on our business, prospects, financial condition and operating results. Inventory Valuation Inventories are stated at the lower of cost or net realizable value. 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 our 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 the 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 p |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | Note 3 – Business Combinations Grohmann Acquisition On January 3, 2017, we completed our acquisition of Grohmann Engineering GmbH (now Tesla Grohmann Automation GmbH or “Grohmann”), which specializes in the design, development and sale of automated manufacturing systems, for $109.5 million in cash. We acquired Grohmann to improve the speed and efficiency of our manufacturing processes. At the time of acquisition, we entered into an incentive compensation arrangement for up to a maximum of $25.8 million of payments contingent upon continued service with us for 36 months after the acquisition date. Such payments would have been accounted for as compensation expense in the periods earned. However, during the three months ended March 31, 2017, we terminated the incentive compensation arrangement and accelerated the payments thereunder. As a result, we recorded the entire $25.8 million as compensation expense in the three months ended March 31, 2017, which was included within selling, general and administrative expense in the consolidated statements of operations. Fair Value of Assets Acquired and Liabilities Assumed 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. Significant inputs used included the amount of cash flows, the expected period of the cash flows and the discount rates. During the fourth quarter of 2017, we finalized our estimate of the acquisition date fair values of the assets acquired and the liabilities assumed. Prior to finalization, there were no changes to the fair values of the assets acquired and the liabilities assumed. The allocation of the purchase consideration was based on management’s estimate of the acquisition date fair values of the assets acquired and the liabilities assumed, as follows (in thousands): Assets acquired: Cash and cash equivalents $ 334 Accounts receivable 42,947 Inventory 10,031 Property, plant and equipment 44,030 Intangible assets 21,723 Prepaid expenses and other assets, current and non-current 1,998 Total assets acquired 121,063 Liabilities assumed: Accounts payable (19,975 ) Accrued liabilities (12,403 ) Debt and capital leases, current and non-current (9,220 ) Other long-term liabilities (10,049 ) Total liabilities assumed (51,647 ) Net assets acquired 69,416 Goodwill 40,065 Total purchase price $ 109,481 Goodwill represented the excess of the purchase price over the fair value of the net assets acquired and was primarily attributable to the expected synergies from potential monetization opportunities and from integrating Grohmann’s technology into our automotive business as well as the acquired talent. Goodwill is not deductible for U.S. income tax purposes and is not amortized. Rather, we assess goodwill for impairment annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that it might be impaired, by comparing its carrying value to the reporting unit’s fair value. Identifiable Intangible Assets Acquired The determination of the fair values of the identified intangible assets and their respective useful lives as of the acquisition date was as follows (in thousands, except for useful lives): Fair Value Useful Life (in years) Developed technology $ 12,528 10 Software 3,341 3 Customer relations 3,236 6 Trade name 1,775 7 Other 843 2 Total intangible assets $ 21,723 Grohmann’s results of operations since the acquisition date have been included within the automotive segment in the consolidated statements of operations. Standalone and pro forma results of operations have not been presented because they were not material to the consolidated financial statements. SolarCity Acquisition On November 21, 2016 (the “Acquisition Date”), we completed our acquisition of SolarCity. Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), each issued and outstanding share of SolarCity common stock was converted into 0.110 (the “Exchange Ratio”) shares of our common stock. In addition, SolarCity’s stock option awards and restricted stock unit awards were assumed by us and converted into corresponding equity awards in respect of our common stock based on the Exchange Ratio, with the awards retaining the same vesting and other terms and conditions as in effect immediately prior to the acquisition. Fair Value of Purchase Consideration The Acquisition Date fair value of the purchase consideration was as follows (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 Furthermore, the assumed unvested SolarCity awards of $95.9 million are recognized as stock-based compensation expense over the remaining requisite service period. Per ASC 805, 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, Stock Compensation Transaction costs of $21.7 million were expensed as incurred to selling, general and administrative expense on the consolidated statements of operations. Fair Value of Assets Acquired and Liabilities Assumed 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 utilized a discounted cash flow model to value the acquired solar energy systems, leased and to be leased, as well as the noncontrolling interests in subsidiaries. Significant inputs used included the amount of cash flows, the expected period of the cash flows and the discount rates. The allocation of the purchase consideration was based on management’s estimate of the Acquisition Date fair values of the assets acquired and the 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 customer notes receivable, net of current portion 498,141 Restricted cash 129,196 Intangible assets 356,510 Prepaid expenses and other assets, current and non-current 199,864 Total assets acquired 8,501,539 Liabilities assumed: Accounts payable (230,078 ) Accrued liabilities (284,765 ) 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 (5,261,524 ) Net assets acquired 3,240,015 Noncontrolling interests redeemable and non-redeemable (1,066,517 ) Capped call options associated with 2014 convertible notes 3,460 Total net assets acquired 2,176,958 Gain on acquisition (30,981 ) Total purchase price $ 2,145,977 Gain on Acquisition Since the fair value of the net assets acquired was greater than the purchase price, we recognized a gain on acquisition of $88.7 million in the fourth quarter of 2016, which was recorded within other income (expense), net, on the consolidated statements of operations. During the fourth quarter of 2017, we finalized our estimate of the Acquisition Date fair values of the assets acquired and the liabilities assumed. Prior to finalization, during the year ended December 31, 2017, we recorded an $11.6 million measurement period adjustment to MyPower customer notes receivable, net of current portion, and a $46.2 million measurement period adjustment to accrued liabilities. The measurement period adjustments were recorded as losses to other income (expense), net, in the consolidated statement of operations and reduced the gain on acquisition initially recognized in the fourth quarter of 2016. Identifiable Intangible Assets Acquired The determination of the fair values of the identified intangible assets and their respective useful lives as of the Acquisition Date was as follows (in thousands, except for useful lives): Fair Value Useful Life (in years) Developed technology $ 113,361 7 Trade name 43,500 3 Favorable contracts and leases, net 112,817 15 IPR&D 86,832 Not applicable Total intangible assets $ 356,510 Unaudited Pro Forma Financial Information The consolidated financial statements for the year ended December 31, 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 the consolidated statement of operations were $84.1 million and $68.2 million, respectively. The following unaudited pro forma financial information gives effect to our acquisition of SolarCity as if the acquisition had occurred on January 1, 2015 (in thousands, except per share data): Year Ended December 31 2016 2015 Revenue $ 7,536,876 $ 4,354,324 Net loss attributable to common stockholders $ (702,868 ) $ (1,017,223 ) Net loss per share of common stock, basic and diluted $ (4.56 ) $ (7.30 ) Weighted-average shares used in computing net loss per share of common stock, basic and diluted 154,090 139,327 The unaudited pro forma financial information includes adjustments for the depreciation of solar energy systems, leased and to be leased, the intangible assets acquired, the effect of the acquisition on deferred revenue and noncontrolling interests and the 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, synergies, operating efficiencies or cost savings that might be associated with the acquisition. Consequently, actual results could differ from the unaudited pro forma financial information presented. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 4 – Goodwill and Intangible Assets Goodwill increased to $60.2 million as of December 31, 2017 due to our acquisitions and the impact of foreign currency translation adjustments. Information regarding our acquired intangible assets was as follows (in thousands): December 31, 2017 December 31, 2016 Gross Amount Accumulated Amortization Other Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Developed technology $ 125,889 $ (19,317 ) $ 1,847 $ 108,419 $ 113,361 $ (1,740 ) $ 111,621 Trade name 45,275 (10,924 ) 261 34,612 43,500 (967 ) 42,533 Favorable contracts and leases, net 112,817 (8,639 ) — 104,178 112,817 (864 ) 111,953 Other 34,099 (7,775 ) 1,137 27,461 26,679 (3,473 ) 23,206 Total finite-lived intangible assets 318,080 (46,655 ) 3,245 274,670 296,357 (7,044 ) 289,313 Indefinite-lived intangible assets: IPR&D 86,832 — — 86,832 86,832 — 86,832 Total indefinite-lived intangible assets 86,832 — — 86,832 86,832 — 86,832 Total intangible assets $ 404,912 $ (46,655 ) $ 3,245 $ 361,502 $ 383,189 $ (7,044 ) $ 376,145 The in-process research and development (“IPR&D”), which we acquired from SolarCity, is accounted for as an indefinite-lived asset until the completion or abandonment of the associated research and development efforts. If the research and development efforts are successfully completed and commercial feasibility is reached, the IPR&D would be amortized over its then estimated useful life. If the research and development efforts are not completed or are abandoned, the IPR&D might be impaired. The fair value of the IPR&D was estimated using the replacement cost method under the cost approach, based on the historical acquisition costs and expenses of the technology adjusted for estimated developer’s profit, opportunity cost and obsolescence factor. We expect to complete the research and development efforts in the first half of 2018, but there can be no assurance that the commercial feasibility will be achieved. The nature of the research and development efforts consists principally of planning, designing and testing the technology for viability in manufacturing solar cells and modules. If commercial feasibility is not achieved, we would likely look to other alternative technologies. Total future amortization expense for intangible assets was estimated as follows (in thousands): December 31, 2017 2018 $ 46,897 2019 44,706 2020 27,284 2021 27,284 2022 27,282 Thereafter 101,217 Total $ 274,670 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 5 – Fair Value of Financial Instruments ASC 820 , Fair Value Measurements . The three-tiered fair value hierarchy, which prioritizes which inputs should be used in measuring fair value, is comprised of: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and (Level III) unobservable inputs for which there is little or no market data. The fair value hierarchy requires the use of observable market data when available in determining fair value. Our assets and liabilities that were measured at fair value on a recurring basis were as follows (in thousands): December 31, 2017 December 31, 2016 Fair Value Level I Level II Level III Fair Value Level I Level II Level III Money market funds $ 2,163,459 $ 2,163,459 $ — $ — $ 2,226,322 $ 2,226,322 $ — $ — Interest rate swaps, net 59 — 59 — 1,490 — 1,490 — Total $ 2,163,518 $ 2,163,459 $ 59 $ — $ 2,227,812 $ 2,226,322 $ 1,490 $ — All of our cash equivalents were classified within Level I of the fair value hierarchy because they were valued using quoted prices in active markets. Our interest rate swaps were classified within Level II of the fair value hierarchy because they were valued using alternative pricing sources or models that utilized market observable inputs, including current and forward interest rates. During the years ended December 31, 2017 and 2016, there were no transfers between the levels of the fair value hierarchy. 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 that we used were foreign currency forward contracts, which were designated as cash flow hedges with maturity dates of 12 months or less. We did not enter into any derivative contracts for trading or speculative purposes. We documented each hedging relationship and assessed its initial effectiveness on each inception date. We measured its subsequent effectiveness on a quarterly basis using regression analysis. During the term of each effective hedge contract, we recorded gains and losses to accumulated other comprehensive income (loss). We reclassified these gains and losses to cost of automotive sales revenue when the related finished goods inventory was sold or to cost of automotive leasing revenue over the depreciation period when the related finished goods inventory was leased. All of our hedge contracts were effective, and we recorded no amounts related to hedge ineffectiveness during the years ended December 31, 2017, 2016 and 2015. No hedge contracts were outstanding as of December 31, 2016 or thereafter. The net gain of $5.6 million in accumulated other comprehensive income (loss) as of December 31, 2016 was fully reclassified to the consolidated statement of operations during the year ended December 31, 2017. During the year ended December 31, 2016, we reclassified $44.9 million of net gains from accumulated other comprehensive income (loss) to the consolidated statement of operations. No amounts were reclassified from accumulated other comprehensive income (loss) to the consolidated statement of operations during the year ended December 31, 2015. Interest Rate Swaps We enter into fixed-for-floating interest rate swap agreements to swap variable interest payments on certain debt for fixed interest payments, as required by certain of our lenders. We do not designate our interest rate swaps as hedging instruments. Accordingly, our interest rate swaps are recorded at fair value on the consolidated balance sheets within other assets or other long-term liabilities, with any changes in their fair values recognized as other income (expense), net, in the consolidated statements of operations and with any cash flows recognized as investing activities in the consolidated statements of cash flows. As of December 31, 2016, the aggregate notional amount of our interest rate swaps, their gross asset at fair value and their gross liability at fair value were $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 our interest rate swaps. Our interest rate swaps outstanding were as follows as of December 31, 2017 (in thousands): Aggregate Notional Amount Gross Asset at Fair Value Gross Liability at Fair Value Gross Gains Gross Losses Interest rate swaps $ 496,544 $ 5,304 $ 5,245 $ 7,192 $ 13,082 Disclosure of Fair Values Our financial instruments that are not re-measured at fair value include accounts receivable, MyPower customer notes receivable, rebates receivable, accounts payable, accrued liabilities, customer deposits, convertible senior notes, the 5.30% Senior Notes due in 2025, the 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 the convertible senior notes, the 5.30% Senior Notes due in 2025, the participation interest, the solar asset-backed notes and the solar loan-backed notes approximate their fair values. We estimate the fair value of the convertible senior notes and the 5.30% Senior Notes due in 2025 using commonly accepted valuation methodologies and market-based risk measurements that are indirectly observable, such as credit risk (Level II) In addition, December 31, 2017 December 31, 2016 Carrying Fair Value Carrying Fair Value Convertible senior notes $ 3,722,673 $ 4,488,651 $ 2,957,288 $ 3,205,641 Senior notes $ 1,775,550 $ 1,732,500 $ — $ — Participation interest $ 17,545 $ 17,042 $ 16,713 $ 15,025 Solar asset-backed notes $ 880,415 $ 898,145 $ 442,764 $ 428,551 Solar loan-backed notes $ 236,844 $ 248,149 $ 137,024 $ 132,129 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 6 – Inventory Our inventory consisted of the following (in thousands): December 31, December 31, 2017 2016 Raw materials $ 821,396 $ 680,339 Work in process 243,181 233,746 Finished goods 1,013,909 1,016,731 Service parts 185,051 136,638 Total $ 2,263,537 $ 2,067,454 Finished goods inventory included vehicles in transit to fulfill customer orders, new vehicles available for immediate sale at our retail and service center locations, used 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 for any excess or 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, 2017, 2016 and 2015, we recorded write-downs of $124.1 million, $52.8 million and $44.9 million, respectively, in cost of revenues. |
Solar Energy Systems, Leased an
Solar Energy Systems, Leased and To Be Leased - Net | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Solar Energy Systems, Leased and To Be Leased - Net | Note 7 – Solar Energy Systems, Leased and To Be Leased, Net Solar energy systems, leased and to be leased, net, consisted of the following (in thousands): December 31, December 31, 2017 2016 Solar energy systems leased to customers $ 6,009,977 $ 5,052,976 Initial direct costs related to customer solar energy system lease acquisition costs 74,709 12,774 6,084,686 5,065,750 Less: accumulated depreciation and amortization (220,110 ) (20,157 ) 5,864,576 5,045,593 Solar energy systems under construction 243,847 460,913 Solar energy systems to be leased to customers 239,067 413,374 Solar energy systems, leased and to be leased – net (1) $ 6,347,490 $ 5,919,880 (1) Included in solar energy systems, leased and to be leased, as of December 31, 2017 and December 31, 2016 was $36.0 million and $36.0 million, respectively, related to capital leased assets with an accumulated depreciation and amortization of $1.9 million and $0.2 million, respectively. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Note 8 – Property, Plant and Equipment Our property, plant and equipment, net, consisted of the following (in thousands): December 31, December 31, 2017 2016 Machinery, equipment, vehicles and office furniture $ 4,251,711 $ 2,154,367 Tooling 1,255,952 794,793 Leasehold improvements 789,751 505,295 Land and buildings 2,517,247 1,079,452 Computer equipment, hardware and software 395,067 275,655 Construction in progress 2,541,588 2,147,332 Other — 23,548 11,751,316 6,980,442 Less: Accumulated depreciation and amortization (1,723,794 ) (997,485 ) Total $ 10,027,522 $ 5,982,957 Construction in progress is primarily comprised of tooling and equipment related to the manufacturing of our vehicles and a portion of Gigafactory 1 construction. In addition, construction in progress also included certain build-to-suit lease costs incurred at our Buffalo manufacturing facility, referred to as Gigafactory 2. Completed assets are transferred to their respective asset classes, and depreciation begins when an asset is ready for its intended use. Interest on outstanding debt is capitalized during periods of significant capital asset construction and amortized over the useful lives of the related assets. During the years ended December 31, 2017 and 2016, we capitalized $124.9 million and $46.7 million, respectively, of interest. As of December 31, 2017 and December 31, 2016, the table above included $1.63 billion and $1.32 billion, respectively, of build-to-suit lease assets. As of December 31, 2017 and December 31, 2016, the corresponding financing liabilities of $14.9 million and $3.8 million, respectively, were recorded in accrued liabilities and $1.67 billion and $1.32 billion, respectively, were recorded in other long-term liabilities. Depreciation and amortization expense during the years ended December 31, 2017, 2016 and 2015 was $769.3 million, $477.3 million and $278.7 million, respectively. Gross property and equipment under capital leases as of December 31, 2017 and December 31, 2016 was $688.3 million and $112.6 million, respectively. Accumulated depreciation on property and equipment under capital leases as of these dates was $100.6 million and $40.2 million, respectively. We had cumulatively capitalized costs of $3.15 billion and $1.04 billion, respectively, for Gigafactory 1 as of December 31, 2017 and December 31, 2016. |
Non-cancellable Operating Lease
Non-cancellable Operating Lease Payments Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Non-cancellable Operating Lease Payments Receivable | Note 9 – Non-cancellable Operating Lease Payments Receivable As of December 31, 2017, 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): 2018 $ 387,343 2019 328,490 2020 242,683 2021 177,123 2022 176,752 Thereafter 2,492,490 Total $ 3,804,881 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, 2017 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities and Other | Note 10 - Accrued Liabilities and Other As of December 31, 2017 and 2016, accrued liabilities and other current liabilities consisted of the following (in thousands): December 31, December 31, 2017 2016 Accrued purchases $ 753,408 $ 585,019 Payroll and related costs 378,284 218,792 Taxes payable 185,807 152,897 Financing obligation, current portion 67,313 52,031 Accrued warranty 125,502 116,797 Other current liabilities 221,052 84,492 Total $ 1,731,366 $ 1,210,028 Taxes payable included value added tax, sales tax, property tax, use tax and income tax payables. Accrued purchases reflected 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, 2017 | |
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, 2017 December 31, 2016 Accrued warranty reserve, net of current portion $ 276,289 $ 149,858 Build-to-suit lease liability, net of current portion 1,665,768 1,323,293 Deferred rent expense 46,820 36,966 Financing obligation, net of current portion 67,929 84,360 Liability for receipts from an investor 29,713 76,828 Other noncurrent liabilities 356,451 220,144 Total long-term liabilities $ 2,442,970 $ 1,891,449 The liability for receipts from an investor represents the amounts received from the investor under a lease pass-through fund arrangement for the monetization of ITCs for solar energy systems not yet placed in service. |
Customer Deposits
Customer Deposits | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Customer Deposits | Note 12 – Customer Deposits Customer deposits primarily consisted of cash payments from customers at the time they place an order or reservation for a vehicle or an energy product and any additional payments up to the point of delivery or the completion of installation, including the fair values of any customer trade-in vehicles that are applicable toward a new vehicle purchase. Customer deposit amounts and timing vary depending on the vehicle model, the energy product and the country of delivery. Customer deposits are fully refundable; in the case of a vehicle, up to the point the vehicle is placed into the production cycle, and in the case of an energy generation or storage product, prior to the entry into a purchase agreement or in certain cases for a limited time thereafter (in accordance with applicable laws). Customer deposits are included in current liabilities until refunded or until they are applied towards the customer’s purchase balance. As of December 31, 2017 and December 31, 2016, we held $853.9 million and $663.9 million, respectively, in customer deposits. |
Convertible and Long-Term Debt
Convertible and Long-Term Debt Obligations | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 (in thousands): Unpaid Unused Principal Net Carrying Value Committed Contractual Balance Current Long-Term Amount Interest Rates Maturity Date Recourse debt: 1.50% Convertible Senior Notes due in 2018 ("2018 Notes") $ 5,512 $ 5,442 $ — $ — 1.50 % June 2018 0.25% Convertible Senior Notes due in 2019 ("2019 Notes") 920,000 — 869,092 — 0.25 % March 2019 1.25% Convertible Senior Notes due in 2021 ("2021 Notes") 1,380,000 — 1,186,131 — 1.25 % March 2021 2.375% Convertible Senior Notes due in 2022 ("2022 Notes") 977,500 — 841,973 — 2.375 % March 2022 5.30% Senior Notes due in 2025 ("2025 Notes") 1,800,000 — 1,775,550 — 5.30 % August 2025 Credit Agreement 1,109,000 — 1,109,000 729,929 1% plus LIBOR June 2020 Vehicle and other Loans 16,205 15,944 261 — 1.8%-7.6% January 2018- September 2019 2.75% Convertible Senior Notes due in 2018 230,000 222,171 — — 2.75 % November 2018 1.625% Convertible Senior Notes due in 2019 566,000 — 511,389 — 1.625 % November 2019 Zero-Coupon Convertible Senior Notes due in 2020 103,000 — 86,475 — 0.0 % December 2020 Related Party Promissory Notes due in February 2018 100,000 100,000 — — 6.5 % February 2018 Solar Bonds 32,016 7,008 24,940 — 2.6%-5.8% March 2018- January 2031 Total recourse debt 7,239,233 350,565 6,404,811 729,929 Non-recourse debt: Warehouse Agreements 673,811 195,382 477,867 426,189 3.1 % September 2019 Canada Credit Facility 86,708 31,106 55,603 — 3.6%-5.1% November 2021 Term Loan due in December 2018 157,095 156,884 — 19,534 4.8 % December 2018 Term Loan due in January 2021 176,290 5,885 169,352 — 4.9 % January 2021 Revolving Aggregation Credit Facility 161,796 — 158,733 438,204 4.1%-4.5% December 2019 Solar Renewable Energy Credit Loan Facility 38,575 15,858 22,774 — 7.3 % July 2021 Cash equity debt 482,133 12,334 454,421 — 5.3%-5.8% July 2033- January 2035 Solar asset-backed notes 907,241 23,829 856,586 — 4.0%-7.7% November 2038- February 2048 Solar loan-backed notes 244,498 8,006 228,838 — 4.8%-7.5% September 2048- September 2049 Total non-recourse debt 2,928,147 449,284 2,424,174 883,927 Total debt $ 10,167,380 $ 799,849 $ 8,828,985 $ 1,613,856 The following is a summary of our debt as of December 31, 2016 (in thousands): Unpaid Unused Principal Net Carrying Value Committed Contractual Balance Current Long-Term Amount Interest Rates Maturity Date Recourse debt: 2018 Notes $ 205,013 $ 196,229 $ — $ — 1.50 % June 2018 2019 Notes 920,000 — 827,620 — 0.25 % March 2019 2021 Notes 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 — 2.75% November 2018 1.625% Convertible Senior Notes due in 2019 566,000 — 483,820 — 1.625% 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: 2016 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 496,654 13,642 466,741 — 5.3%-5.8% July 2033- January 2035 Solar asset-backed notes 458,836 16,113 426,651 — 4.0%-7.5% November 2038- September 2046 Solar loan-backed notes 140,586 3,514 133,510 — 4.8%-6.9% 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. 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 of our subsidiaries. The differences between the unpaid principal balances and the net carrying values are due to convertible senior note conversion features, debt discounts or deferred financing costs. As of December 31, 2017, we were in compliance with all financial debt covenants, which include minimum liquidity and expense-coverage balances and ratios. 2018 Notes, Bond Hedges and Warrant Transactions In May 2013, we issued $660.0 million in aggregate principal amount of 1.50% Convertible Senior Notes due in June 2018 in a public offering. The net proceeds from the issuance, after deducting transaction costs, were $648.0 million. 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 $124.52 per share, subject to adjustment upon the occurrence of specified events. Holders of the 2018 Notes may convert, at their option, on or after March 1, 2018. Further, holders of the 2018 Notes may convert, at their option, prior to March 1, 2018 only under the following circumstances: (1) during any quarter beginning after September 30, 2013, if the closing price of our common stock for at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days immediately preceding the quarter is greater than or equal to 130% of the conversion price; (2) during the five-business day period following any five-consecutive trading day period in which the trading price of the 2018 Notes is less than 98% of the product of the closing price of our common stock for each day during such five-consecutive 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 cash for the principal amount and, if applicable, deliver 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 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 plus any accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity date, we would increase the conversion rate for a holder who elects to convert its 2018 Notes in connection with such an event in certain circumstances. As of December 31, 2017, at least one of the conditions permitting the holders of the 2018 Notes to early convert had been met. Therefore, the 2018 Notes were classified as current. In accordance with GAAP relating to embedded conversion features, we initially valued and bifurcated the conversion feature associated with the 2018 Notes. We recorded to stockholders’ equity $82.8 million for the conversion feature. The resulting debt discount is being amortized to interest expense at an effective interest rate of 4.29%. In connection with the offering of the 2018 Notes, we entered into convertible note hedge transactions whereby we have the option to purchase initially (subject to adjustment for certain specified events) 5.3 million shares of our common stock at a price of $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 adjustment for certain specified events) 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 the warrants are intended to reduce potential 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. In the second quarter of 2017, $144.8 million in aggregate principal amount of the 2018 Notes were exchanged for 1,163,442 shares of our common stock (see Note 14, Common Stock In the third quarter of 2017, $42.7 million in aggregate principal amount of the 2018 Notes were exchanged or converted for 250,198 shares of our common stock (see Note 14, Common Stock In the fourth quarter of 2017, $12.0 million in aggregate principal amount of the 2018 Notes were exchanged or converted for 96,634 shares of our common stock (see Note 14, Common Stock 2019 Notes, 2021 Notes, Bond Hedges and Warrant Transactions In March 2014, we issued $800.0 million in aggregate principal amount of 0.25% Convertible Senior Notes due in March 2019 and $1.20 billion in aggregate principal amount of 1.25% Convertible Senior Notes due in March 2021 in a public offering. In April 2014, we issued an additional $120.0 million in aggregate principal amount of the 2019 Notes and $180.0 million in aggregate principal amount of the 2021 Notes, pursuant to the exercise in full of the overallotment options by the underwriters. The total net proceeds from the issuances, after deducting transaction costs, were $905.8 million for the 2019 Notes and $1.36 billion for the 2021 Notes. 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 $359.87 per share, subject to adjustment upon the occurrence of specified events. Holders of these notes may elect to convert on or after December 1, 2018 for the 2019 Notes and December 1, 2020 for the 2021 Notes. The settlement of such an election to convert the 2019 Notes would be in cash and/or shares of our common stock, with the split at our discretion, on the maturity date. The settlement of such an election to convert the 2021 Notes would be 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), on the maturity date. Further, holders of these notes may convert, at their option, prior to the respective dates above only under the following circumstances: (1) during a quarter in which the closing price of our common stock for at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days immediately preceding the quarter is greater than or equal to 130% of the conversion price; (2) during the five-business day period following any five-consecutive trading day period in which the trading price of these notes is less than 98% of the product of the closing price of our common stock for each day during such five-consecutive trading day period or (3) if we make specified distributions to holders of our common stock or if specified corporate transactions occur. Upon such a conversion of the 2019 Notes, we would pay or deliver (as applicable) cash, shares of our common stock or a combination thereof, at our election. Upon such a conversion of the 2021 Notes, we would pay cash for the principal amount and, if applicable, deliver 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 applicable 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 plus any accrued and unpaid interest. In addition, if specific corporate events occur prior to the applicable maturity date, we would increase the conversion rate for a holder who elects to convert their notes in connection with such an event in certain circumstances. As of December 31, 2017, none of the conditions permitting the holders of these notes to early convert had been met. Therefore, these notes were classified as long-term. In accordance with GAAP relating to embedded conversion features, we initially valued and bifurcated the conversion features associated with these notes. We recorded to stockholders’ equity $188.1 million for the 2019 Notes’ conversion feature and $369.4 million for the 2021 Notes’ conversion feature. The resulting debt discounts are being amortized to interest expense at an effective interest rate of 4.89% and 5.96%, respectively. 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 5.6 million shares of our common stock at a price of $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) 2.2 million shares of our common stock at a price of $512.66 per share for the 2019 Notes and 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 total cash proceeds from the sales of these warrants. Similarly, in connection with the issuance of the additional notes in April 2014, we entered into convertible note hedge transactions and paid a total of $78.7 million. In addition, we sold warrants to purchase initially (subject to adjustment for certain specified events) 0.3 million shares of our common stock at a price of $512.66 per share for the 2019 Notes and 0.5 million shares of our common stock at a price of $560.64 per share for the 2021 Notes. We received $50.8 million in total cash proceeds from the sales of these warrants. Taken together, the purchases of the convertible note hedges and the sales of the warrants are intended to reduce potential dilution and/or cash payments from the conversion of these notes and to effectively increase the overall conversion price from $359.87 to $512.66 per share for the 2019 Notes and from $359.87 to $560.64 per share for the 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. 2022 Notes, Bond Hedges and Warrant Transactions In March 2017, we issued $977.5 million in aggregate principal amount of 2.375% Convertible Senior Notes due in March 2022 in a public offering. The net proceeds from the issuance, after deducting transaction costs, were $965.9 million. Each $1,000 of principal of the 2022 Notes is initially convertible into 3.0534 shares of our common stock, which is equivalent to an initial conversion price of $327.50 per share, subject to adjustment upon the occurrence of specified events. Holders of the 2022 Notes may convert, at their option, on or after December 15, 2021. Further, holders of the 2022 Notes may convert, at their option, prior to December 15, 2021 only under the following circumstances: (1) during any quarter beginning after June 30, 2017, if the closing price of our common stock for at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days immediately preceding the quarter is greater than or equal to 130% of the conversion price; (2) during the five-business day period following any five-consecutive trading day period in which the trading price of the 2022 Notes is less than 98% of the product of the closing price of our common stock for each day during such five-consecutive trading day period or (3) if we make specified distributions to holders of our common stock or if specified corporate transactions occur. Upon a conversion, we would pay cash for the principal amount and, if applicable, deliver 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 the 2022 Notes may require us to repurchase all or a portion of their 2022 Notes for cash at a repurchase price equal to 100% of the principal amount plus any accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity date, we would increase the conversion rate for a holder who elects to convert its 2022 Notes in connection with such an event in certain circumstances. As of December 31, 2017, none of the conditions permitting the holders of the 2022 Notes to early convert had been met. Therefore, the 2022 Notes are classified as long-term. In accordance with GAAP relating to embedded conversion features, we initially valued and bifurcated the conversion feature associated with the 2022 Notes. We recorded to stockholders’ equity $145.6 million for the conversion feature. The resulting debt discount is being amortized to interest expense at an effective interest rate of 6.00%. In connection with the offering of the 2022 Notes, we entered into convertible note hedge transactions whereby we have the option to purchase initially (subject to adjustment for certain specified events) 3.0 million shares of our common stock at a price of $327.50 per share. The cost of the convertible note hedge transactions was $204.1 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) 3.0 million shares of our common stock at a price of $655.00 per share. We received $52.9 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and the sale of the warrants are intended to reduce potential dilution from the conversion of the 2022 Notes and to effectively increase the overall conversion price from $327.50 to $655.00 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. 2025 Notes In August 2017, we issued $1.80 billion in aggregate principal amount of unsecured 5.30% Senior Notes due in August 2025 pursuant to Rule 144A and Regulation S under the Securities Act. The net proceeds from the issuance, after deducting transaction costs, were $1.77 billion. Credit Agreement In June 2015, we entered into a senior asset-based revolving credit agreement (the “Credit Agreement”) with a syndicate of banks. 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. The Credit Agreement is secured by certain of our accounts receivable, inventory and equipment. Availability under the Credit Agreement is based on the value of such assets, as reduced by certain reserves. During 2017, the committed amount under the Credit Agreement was upsized three times. Secured Revolving Credit Facility SolarCity entered into a revolving credit agreement with a syndicate of banks (the “Secured Revolving Credit Facility”) to fund working capital, letters of credit and general corporate needs. Borrowed funds bore 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 was 0.375% per annum. The Secured Revolving Credit Facility was secured by certain of SolarCity’s accounts receivable, inventory, machinery, equipment and other assets. In August 2017, the Secured Revolving Credit Facility was terminated, and the aggregate outstanding principal amount of $324.0 million was fully repaid. Vehicle and Other Loans We have 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 amount of 2.75% Convertible Senior Notes due on November 1, 2018 in 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, at their option, at any time up to and including the second trading day prior to the maturity date. 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 amount of 1.625% Convertible Senior Notes due on November 1, 2019 in 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 adjustment upon the occurrence of specified events related to dividends, tender offers or exchange offers). 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 and October 2014, SolarCity entered into capped call option agreements to reduce the potential dilution upon the 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 less 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. 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 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 amount of Zero-Coupon Convertible Senior Notes due on December 1, 2020 in 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 adjustment upon the occurrence of specified events related to dividends, tender offers or exchange offers). 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 are 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 equal to 100% of the principal amount plus any accrued and unpaid interest. On April 26, 2017, our CEO converted all of his Zero-Coupon Convertible Senior Notes due in 2020, which had an aggregate principal amount of $10.0 million (see Note 14, Common Stock Related Party Promissory Notes due in February 2018 On April 11, 2017, our CEO, SolarCity’s former CEO and SolarCity’s former Chief Technology Officer exchanged their $100.0 million (collectively) in aggregate principal amount of 6.50% Solar Bonds due in February 2018 for promissory notes in the same amounts and with substantially the same terms. Solar Bonds Solar Bonds are senior unsecured obligations that are structurally subordinate to the indebtedness and other liabilities of our subsidiaries. Solar Bonds were issued under multiple series with various terms and interest rates. In April 2017, we extinguished certain series of Solar Bonds by prepaying $20.9 million of principal and interest. See Note 21, Related Party Transactions Warehouse Agreements On August 31, 2016, our subsidiaries entered into the a loan and security agreement (the “2016 Warehouse Agreement”) for borrowings secured by the future cash flows arising from certain leases and the associated leased vehicles. On August 17, 2017, the 2016 Warehouse Agreement was amended to modify the interest rates and extend the availability period and the maturity date, and our subsidiaries entered into another loan and security agreement with substantially the same terms as and that shares the same committed amount with the 2016 Warehouse Agreement. We refer to these agreements together as the “Warehouse Agreements.” Amounts drawn under the Warehouse Agreements generally bear interest at (i) LIBOR plus a fixed margin or (ii) the commercial paper rate. The Warehouse Agreements are non-recourse to our other assets. Pursuant to the Warehouse Agreements, 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 the 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 Agreements. We retain the right to receive the excess cash flows not needed to pay obligations under the Warehouse Agreements. Canada Credit Facility In December 2016, one of our subsidiaries entered into a credit agreement (the “Canada Credit Facility”) with a bank for borrowings secured by our interests in certain vehicle leases, and in December 2017, the Canada Credit Facility was amended to add our interests in additional vehicle leases as collateral, allowing us to draw additional funds. Amounts drawn under the Canada Credit Facility bear interest at fixed rates. The Canada Credit Facility is non-recourse to our other assets. Term Loan due in December 2018 On March 31, 2016, a subsidiary of SolarCity entered into an agreement for a term loan. 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. On March 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. 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 revolving credit agreement with a syndicate of banks to obtain funding for the MyPower customer loan program. The Class A notes bore interest at an annual rate of 2.50% plus (a) the commercial paper rate or (b) 1.50% plus adjusted LIBOR. The Class B notes bore interest at an annual rate of 5.00% plus LIBOR. The fee for undrawn commitments under the Class A notes was 0.50% per annum. The fee for undrawn commitments under the Class B notes was 0.50% per annum. The MyPower revolving credit facility was secured by the payments owed to us under MyPower customer loans and was non-recourse to our other assets. On January 27, 2017, the MyPower revolving credit facility matured, and the aggregate outstanding principal amount of $133.8 million 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. On March 23, 2016 and June 23, 2017, the agreement was amended to modify the interest rates and extend the availability period and the maturity date. The revolving aggregation credit facility bears interest at an annual rate of 2.75% 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 of certain of our subsidiaries and is non-recourse to our other assets. Solar Renewable Energy Credit Loan Facilities On March 31, 2016, a subsidiary of SolarCity entered into an agreement for a term loan. The term loan bore 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 was secured by substantially all of the assets of the subsidiary, including its rights under forward contracts to sell solar renewable energy credits, and was non-recourse to our other assets. On March 1, 2017, we fully repaid the principal outstanding unde |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
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 $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, Business Combinations ) 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. In March 2017, we completed a public offering of our common stock and issued a total of 1,536,259 shares for total cash proceeds of $399.6 million (including 95,420 shares purchased by our CEO for $25.0 million), net of underwriting discounts and offering costs. In April 2017, our CEO exercised his right under the indenture to convert all of his Zero-Coupon Convertible Senior Notes due in 2020, which had an aggregate principal amount of $10.0 million. As a result, on April 26, 2017, we issued 33,333 shares we recorded an increase to additional paid-in capital of $10.3 million (see Note 13, Convertible and Long-Term Debt Obligations ). During 2017, we issued 1,510,274 shares of our common stock and paid $32.7 million in cash pursuant to conversions by or exchange agreements entered into with holders of $199.5 million in aggregate principal amount of the 2018 Notes (see Note 13, Convertible and Long-Term Debt Obligations ). As a result, we recorded an increase to additional paid-in capital of $163.0 million. In addition, we settled portions of the bond hedges and warrants entered into in connection with the 2018 Notes, resulting in a net cash inflow of $56.8 million (which was recorded as an increase to additional paid-in capital), the issuance of 34,393 shares of our common stock and the receipt of 169,890 shares of our common stock. During the fourth quarter of 2017, we issued 34,772 shares of our common stock as part of the purchase consideration for an acquisition. |
Equity Incentive Plans
Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2017 | |
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. Stock options granted under the 2010 Plan may be either incentive stock options or nonqualified stock options. Incentive stock options may only be granted to our employees. Nonqualified stock options may be granted to our employees, directors and consultants. Generally, our stock options and RSUs vest over up to four years and are exercisable over a maximum period of 10 years from their grant dates. Vesting typically terminates when the employment or consulting relationship ends. In addition, as a result of our acquisition of SolarCity, we assumed its equity award plans and its outstanding equity awards as of the Acquisition Date. SolarCity’s outstanding equity awards were converted into equity awards to acquire our 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, 2017, 7,045,637 shares were reserved and available for issuance under the 2010 Plan. The following table summarizes our stock option and RSU activity: Stock Options RSUs Weighted- Weighted- Weighted- Average Aggregate Average Average Remaining Intrinsic Grant Number of Exercise Contractual Value Number Date Fair Options Price Life (Years) (Billions) of RSUs Value Balance, December 31, 2016 12,875,422 $ 96.50 4,082,089 $ 207.11 Granted 1,163,678 $ 310.13 3,073,404 $ 308.71 Exercised or released (2,324,871 ) $ 81.04 $ 0.54 (1,561,889 ) $ 216.46 Cancelled (833,204 ) $ 327.33 (904,294 ) $ 233.59 Balance, December 31, 2017 10,881,025 $ 105.56 5.3 $ 2.30 4,689,310 $ 265.43 Vested and expected to vest, December 31, 2017 10,881,025 $ 105.56 5.3 $ 2.30 4,689,310 $ 265.43 Exercisable and vested, December 31, 2017 8,029,228 $ 77.56 4.7 $ 1.91 The aggregate release date fair value of RSUs in the years ended December 31, 2017, 2016 and 2015 was $491.0 million, $203.9 million and $94.5 million, respectively. Fair Value Assumptions We use the fair value method in recognizing stock-based compensation expense. Under the fair value method, we estimate the fair value of each stock option award and the ESPP on the grant date generally using the Black-Scholes option pricing model and the weighted-average assumptions in the following table: Year Ended December 31, 2017 2016 2015 Risk-free interest rate: Stock options 1.8 % 1.5 % 1.6 % ESPP 1.1 % 0.6 % 0.3 % Expected term (in years): Stock options 5.1 6.2 5.4 ESPP 0.5 0.5 0.5 Expected volatility: Stock options 42 % 47 % 48 % ESPP 35 % 41 % 42 % Dividend yield: Stock options 0.0 % 0.0 % 0.0 % ESPP 0.0 % 0.0 % 0.0 % Grant date fair value per share: Stock options $ 122.25 $ 98.70 $ 108.28 ESPP $ 75.05 $ 51.31 $ 58.77 The fair value of RSUs is measured on the grant date based on the closing fair market value of our common stock. The risk-free interest rate is based on the U.S. Treasury yield for zero-coupon U.S. Treasury notes with maturities approximating each grant’s expected life. Prior to the fourth quarter of 2017, given our then limited history with employee grants, we used the “simplified” method in estimating the expected term of our employee grants; the simplified method utilizes the average of the time-to-vesting and the contractual life of the employee grant. Beginning with the fourth quarter of 2017, we use our historical data in estimating the expected term of our employee grants. The expected volatility is based on the average of the implied volatility of publicly traded options for our common stock and the historical volatility of our common stock. 2014 Performance-Based Stock Option Awards 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 us, the Compensation Committee of our Board of Directors granted stock option awards to certain employees (excluding our CEO) to purchase an aggregate of 1,073,000 shares of our common stock. Each award consisted of the following four vesting tranches with the vesting schedule based entirely on the attainment of the future performance milestones, assuming continued employment and service through each vesting date: • 1/4th of each award vests upon completion of the first Model X production vehicle; • 1/4th of each award vests upon achieving aggregate production of 100,000 vehicles in a trailing 12-month period; • 1/4th of each award vests upon completion of the first Model 3 production vehicle; and • 1/4th of each award vests upon achieving an annualized gross margin of greater than 30% for any three-year period. As of December 31, 2017, the following performance milestones had been achieved: • Completion of the first Model X production vehicle; • Completion of the first Model 3 production vehicle; and • Aggregate production of 100,000 vehicles in a trailing 12-month period. We begin recognizing stock-based compensation expense as each performance milestone becomes probable of achievement. As of December 31, 2017, we had unrecognized stock-based compensation expense of $13.1 million for the performance milestone that was considered not probable of achievement. For the years ended December 31, 2017, 2016 and 2015, we recorded stock-based compensation expense of $6.8 million, $25.3 million and $10.4 million, respectively, related to these awards. 2012 CEO Award In August 2012, our Board of Directors granted 5,274,901 stock option awards to our CEO (the “2012 CEO Grant”). The 2012 CEO Grant consists of 10 vesting tranches with a vesting schedule based entirely on the attainment of both performance conditions and market conditions, assuming continued employment and service through each vesting date. Each vesting tranche requires a combination of a pre-determined performance milestone and an incremental increase in our market capitalization of $4.00 billion, as compared to our initial market capitalization of $3.20 billion at the time of grant. As of December 31, 2017, the market capitalization conditions for all of the vesting tranches and the following performance milestones had been achieved: • 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 production of 100,000 vehicles; • Successful completion of the Model 3 alpha prototype; • Successful completion of the Model 3 beta prototype; • Completion of the first Model 3 production vehicle; and • Aggregate production of 200,000 vehicles. As of December 31, 2017, the following performance milestone was considered probable of achievement: • Aggregate production of 300,000 vehicles. We begin recognizing stock Our CEO his Summary Stock-Based Compensation Information The following table summarizes our stock-based compensation expense by line item in the consolidated statements of operations (in thousands): Year Ended December 31, 2017 2016 2015 Cost of sales $ 43,845 $ 30,400 $ 19,244 Research and development 217,616 154,632 89,309 Selling, general and administrative 205,299 149,193 89,446 Total $ 466,760 $ 334,225 $ 197,999 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, 2017, we had $1.34 billion of total unrecognized stock-based compensation expense related to non-performance awards, which will be recognized over a weighted-average period of 3.0 years. ESPP Our employees are eligible to purchase our common stock through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The purchase price would be 85% of the lower of the fair market value on the first and last trading days of each six-month offering period. During the years ended December 31, 2017, 2016 and 2015, we issued 370,173, 321,788 and 220,571 shares under the ESPP for $71.0 million, $51.7 million and $37.5 million, respectively. There were 1,423,978 shares available for issuance under the ESPP as of December 31, 2017. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16 – Income Taxes A provision for income taxes of $31.5 million, $26.7 million and $13.0 million has been recognized for the years ended December 31, 2017, 2016 and 2015, respectively, related primarily to our subsidiaries located outside of the U.S. Our loss before provision for income taxes for the years ended December 31, 2017, 2016 and 2015 was as follows (in thousands): Year Ended December 31, 2017 2016 2015 Domestic $ 993,113 $ 130,718 $ 415,694 Noncontrolling interest and redeemable noncontrolling interest 279,178 98,132 — Foreign 936,741 517,498 459,930 Loss before income taxes $ 2,209,032 $ 746,348 $ 875,624 The components of the provision for income taxes for the years ended December 31, 2017, 2016 and 2015 consisted of the following (in thousands): Year Ended December 31, 2017 2016 2015 Current: Federal $ (9,552 ) $ — $ — State 2,029 568 525 Foreign 42,715 53,962 10,342 Total current 35,192 54,530 10,867 Deferred: Federal — — — State — — — Foreign (3,646 ) (27,832 ) 2,172 Total deferred (3,646 ) (27,832 ) 2,172 Total provision for income taxes $ 31,546 $ 26,698 $ 13,039 On December 22, 2017, the 2017 Tax Cuts and Jobs Act (“Tax Act”) was enacted into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. We are required to recognize the effect of the tax law changes in the period of enactment, such as re-measuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. The Tax Act did not give rise to any material impact on the consolidated balance sheets and consolidated statements of operations due to our historical worldwide loss position and the full valuation allowance on our net U.S. deferred tax assets. In December 2017, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act Deferred tax assets (liabilities) as of December 31, 2017 and 2016 consisted of the following (in thousands): December 31, December 31, 2017 2016 Deferred tax assets: Net operating loss carry-forwards $ 1,575,952 $ 648,652 Research and development credits 306,808 208,499 Other tax credits 117,997 106,530 Deferred revenue 200,531 268,434 Inventory and warranty reserves 74,578 95,570 Stock-based compensation 96,916 120,955 Financial Instruments 3,080 — Investment in certain financing funds 24,471 237,759 Accruals and others 23,336 67,769 Total deferred tax assets 2,423,669 1,754,168 Valuation allowance (1,843,713 ) (1,022,705 ) Deferred tax assets, net of valuation allowance 579,956 731,463 Deferred tax liabilities: Depreciation and amortization (537,613 ) (679,969 ) Other (18,734 ) (3,779 ) Financial Instruments — (22,033 ) Total deferred tax liabilities (556,347 ) (705,781 ) Deferred tax assets, net of valuation allowance and deferred tax liabilities $ 23,609 $ 25,682 As of December 31, 2017, we recorded a valuation allowance of $1.84 billion for the portion of the deferred tax asset that we do not expect to be realized. The valuation on our net deferred taxes increased by $821.0 million during the year ended December 31, 2017. The valuation allowance increase is primarily due to additional U.S. deferred tax assets incurred in the current year, as well as an increase relating to adoption of ASU 2016-09, and offset by the re-measurement of the federal portion of our deferred tax assets as of December 31, 2017 from 35% to the new 21% tax rate. 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 $46.5 million of deferred tax assets in foreign jurisdictions, which management believes are more-likely-than-not to be fully realized given the expectation of future earnings in these jurisdictions. The reconciliation of taxes at the federal statutory rate to our provision for income taxes for the years ended December 31, 2017, 2016 and 2015 was as follows (in thousands): Year Ended December 31, 2017 2016 2015 Tax at statutory federal rate $ (773,162 ) $ (261,222 ) $ (306,470 ) State tax, net of federal benefit 2,029 568 525 Nondeductible expenses 30,138 26,547 16,711 Excess tax benefits related to stock based compensation (1) (1,013,196 ) — — Foreign income rate differential 364,699 206,470 172,259 U.S. tax credits (109,501 ) (162,865 ) (43,911 ) Noncontrolling interests and redeemable noncontrolling interests adjustment 65,920 21,964 — Effect of U.S. tax law change (2) 722,646 — — Bargain in purchase gain 20,211 (31,055 ) — Other reconciling items 3,178 785 1,232 Change in valuation allowance 718,584 225,506 172,693 Provision for income taxes $ 31,546 $ 26,698 $ 13,039 (1) As of January 1, 2017, upon the adoption of ASU No. 2016-09, Improvements to Employee Share-based Payment Accounting, excess tax benefits from share-based award activity incurred from the prior and current years are reflected as a reduction of the provision for income taxes. The excess tax benefits result in an increase to our gross U.S. deferred tax assets that is offset by a corresponding increase to our valuation allowance. (2) Due to the Tax Act, our U.S. deferred tax assets and liabilities as of December 31, 2017 were re-measured from 35% to 21%. The change in tax rate resulted in a decrease to our gross U.S. deferred tax assets which is offset by a corresponding decrease to our valuation allowance. As of December 31, 2017, we had $6.42 billion of federal and $5.26 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 2028 for state purposes. A portion of these losses were generated by SolarCity prior to our acquisition in 2016 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. Upon the adoption of ASU 2016-09, our gross U.S. deferred tax assets increased by $583.4 million, inclusive of the effect for the U.S. statutory corporate tax rate reduction from 35% to 21%, and is fully offset by a corresponding increase to our valuation allowance. As of December 31, 2017, we had research and development tax credits of $209.0 million and $223.2 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 had other general business tax credits of $116.9 million for federal income tax purposes, which will not begin to significantly expire until 2033. Collectively, we had no foreign earnings as of December 31, 2017 and therefore was not subject to the mandatory repatriation tax provisions of the Tax Act. However, some of our foreign subsidiaries do have accumulated earnings. No deferred tax liabilities for foreign withholding taxes have been recorded relating to the earnings of our foreign subsidiaries since all such earnings are intended to be indefinitely reinvested. The amount of the unrecognized deferred tax liability associated with these earnings is immaterial. 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 prior ownership changes. Uncertain Tax Positions The changes to our gross unrecognized tax benefits were as follows (in thousands): December 31, 2014 $ 41,377 Increases 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 Decrease in balances related to prior year tax positions (31,493 ) Increases in balances related to current year tax positions 84,352 Change in balances related to effect of U.S. tax law change (58,050 ) December 31, 2017 $ 198,745 As of December 31, 2017, accrued interest and penalties related to unrecognized tax benefits are classified as income tax expense and were immaterial. Unrecognized tax benefits of $191.0 million, if recognized, would not affect our effective tax rate since the tax benefits would increase a deferred tax asset that is currently fully offset by 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 U.S., California and various state and foreign jurisdictions. Tax years 2004 to 2016 remain subject to examination for federal income tax purposes, and tax years 2004 to 2016 remain subject to examination for California income tax purposes. All net operating losses and tax credits generated to date are subject to adjustment for U.S. federal and California income tax purposes. Tax years 2008 to 2016 remain subject to examination in other U.S. state and foreign jurisdictions. The U.S. Tax Court issued a decision in Altera Corp v. Commissioner |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17 – Commitments and Contingencies Leases We have entered into various non-cancellable 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. Included within the lease commitment table below are payments due under operating leases that have been accounted for as build-to-suit lease arrangements, which are included in property, plant and equipment on the consolidated balance sheets. Rent expense for the years ended December 31, 2017, 2016 and 2015 was $177.7 million, $116.8 million and $68.2 million, respectively. 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 on the consolidated balance sheets. Future minimum commitments for leases as of December 31, 2017 were as follows (in thousands): Operating Capital Leases Leases 2018 $ 224,630 $ 127,180 2019 204,335 137,313 2020 175,612 167,281 2021 156,552 138,042 2022 130,802 133,772 Thereafter 425,295 81,627 Total minimum lease payments $ 1,317,226 785,215 Less: Amounts representing interest not yet incurred 99,181 Present value of capital lease obligations 686,034 Less: Current portion 96,700 Long-term portion of capital lease obligations $ 589,334 Build-to-Suit Lease Arrangement in Buffalo, New York We have a build-to-suit lease arrangement with the Research Foundation for the State University of New York (the “SUNY Foundation”) where the SUNY Foundation will construct a solar cell and panel manufacturing facility, referred to as Gigafactory 2, with our participation in the design and construction, install certain utilities and other improvements and acquire certain manufacturing equipment designated by us to be used in the manufacturing facility. The SUNY Foundation covers (i) construction costs related to the manufacturing facility up to $350.0 million, (ii) the acquisition and commissioning of the manufacturing equipment in an amount up to $274.7 million and (iii) $125.3 million for additional specified scope costs, in cases (i) and (ii) only, subject to the maximum funding allocation from the State of New York; and we are responsible for any construction or equipment costs in excess of such amounts. The SUNY Foundation will own the manufacturing facility and the manufacturing equipment purchased by the SUNY Foundation. Following completion of the manufacturing facility, we will lease the manufacturing facility and the manufacturing equipment owned by the SUNY Foundation for an initial period of 10 years, with an option to renew, for $2.00 per year plus utilities. Under the terms of the build-to-suit lease arrangement, we are required to achieve specific operational milestones during the initial lease term; which include employing a certain number of employees at the manufacturing facility, within western New York and within the State of New York within specified periods following the completion of the manufacturing facility. We are also required to spend or incur $5.00 billion in combined capital, operational expenses and other costs in the State of New York within 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 manufacturing facility, if we fail to meet these specified investment and job creation requirements, then we would be obligated to pay a $41.2 million “program payment” to the SUNY Foundation for each year that we fail to meet these requirements. Furthermore, if the arrangement is terminated due to a material breach by us, then additional amounts might become payable by us. The non-cash investing and financing activities related to the arrangement during the year ended December 31, 2017 amounted to $86.1 million. 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 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”). In particular, we are responsible for the first $15.0 million of remediation costs, any remediation costs in excess of $30.0 million and any remediation costs incurred after 10 years from the purchase date. NUMMI is responsible for any remediation costs between $15.0 million and $30.0 million for up to 10 years after the purchase date. Legal Proceedings Proceedings Related to U.S. Treasury 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 relate to SolarCity’s applications for U.S. Treasury grants. In February 2013, two financing funds affiliated with SolarCity filed a lawsuit in the U.S. Court of Federal Claims against the U.S. government, seeking to recover $14.0 million that the U.S. 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 U.S. government filed a motion seeking leave to assert a counterclaim against the two plaintiff funds on the grounds that the U.S. government, in fact, paid them more, not less, than they were entitled to as a matter of law. In September 2017, SolarCity and the U.S. government reached a global settlement of both the investigation and SolarCity’s lawsuit. In that settlement, SolarCity admitted no wrongdoing and agreed to return approximately 5% of the U.S. Treasury cash grants it had received between 2009 and 2013, amounting to $29.5 million. The investigation is now closed and SolarCity’s lawsuit has been dismissed. Securities Litigation Relating to SolarCity’s Financial Statements and Guidance On March 28, 2014, a purported stockholder class action lawsuit was filed in the U.S. 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 our favor on August 9, 2016. The plaintiffs have filed a notice of appeal. On December 4, 2017, the District Court heard oral arguments on the plaintiffs’ notice of appeal from the dismissal. We believe that the claims are without merit and intend to defend against this lawsuit and appeal vigorously. We are unable to estimate the possible loss or range of loss, if any, associated with this lawsuit. On August 15, 2016, a purported stockholder class action lawsuit was filed in the U.S. District Court for the Northern District of California against SolarCity, two of its officers and a former officer. On March 20, 2017, the purported stockholder class filed a consolidated complaint that includes the original matter in the same court against SolarCity, one of its officers and three former officers. As consolidated, 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 suit claimed violations of federal securities laws and sought unspecified compensatory damages and other relief on behalf of a purported class of purchasers of SolarCity’s securities from May 6, 2015 to May 9, 2016. On July 25, 2017, the court took SolarCity’s fully-briefed motion to dismiss under submission. On August 11, 2017, the court granted the motion to dismiss with leave to amend. On September 11, 2017, after lead plaintiff determined he would not amend, the Court dismissed the action with prejudice and entered judgment in favor of SolarCity and the individual defendants. Securities Litigation Relating to the SolarCity Acquisition 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 the SolarCity acquisition. Following consolidation, the lawsuit names as defendants our board of directors and alleges, among other things, that they breached their fiduciary duties in connection with the acquisition. The complaint asserts both derivative claims and direct claims on behalf of a purported class and seeks, among other relief, unspecified monetary damages, attorneys’ fees and costs. On January 27, 2017, the defendants filed a motion to dismiss the operative complaint. Rather than respond to the defendants’ motion, the plaintiffs filed an amended complaint. On March 17, 2017, the defendants filed a motion to dismiss the amended complaint. On December 13, 2017, the Court heard oral arguments on the motion and reserved decision. The plaintiffs filed a parallel action in the U.S. District Court for the District of Delaware on April 21, 2017, adding claims for violations of federal securities laws. On February 6, 2017, a purported stockholder made a demand to inspect our books and records, purportedly to investigate potential breaches of fiduciary duties in connection with the SolarCity acquisition. On April 17, 2017, the purported stockholder filed a petition for a writ of mandate in the California Superior Court, seeking to compel us to provide the documents requested in the demand. We filed a demurrer to the writ petition or, in the alternative, a motion to stay the action. On November 9, 2017, the Superior Court granted our motion and dismissed the action without prejudice. On March 24, 2017, another lawsuit was filed in the U.S. District Court for the District of Delaware by a purported Tesla stockholder challenging the SolarCity acquisition. The complaint alleges, among other things, that our board of directors breached their fiduciary duties in connection with the acquisition and alleges violations of federal securities laws. We believe that the claims challenging the SolarCity acquisition are without merit. We are unable to estimate the possible loss or range of loss, if any, associated with these lawsuits. Securities Litigation Relating to Production of Model 3 Vehicles On October 10, 2017, a purported stockholder class action lawsuit was filed in the U.S. District Court for the Northern District of California against us, two of our current officers and a former officer. 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 Tesla securities from May 4, 2016 to October 6, 2017. The lawsuit claims that we supposedly made materially false and misleading statements regarding our preparedness to produce Model 3 vehicles. We believe that the claims are without merit and intend to defend against this lawsuit vigorously. We are unable to estimate the possible loss or range of loss, if any, associated with this lawsuit. Other Matters 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 and claims that arise from the normal course of business activities. 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 We are contractually obligated to compensate certain fund investors for any losses that they may suffer in certain limited circumstances resulting from reductions in U.S. Treasury grants or ITCs. Generally, such obligations would arise as a result of reductions to the value of the underlying solar energy systems as assessed by the U.S. Treasury Department for purposes of claiming U.S. Treasury grants or as assessed by the IRS for purposes of claiming ITCs or U.S. Treasury grants. For each balance sheet date, we assess and recognize, when applicable, a distribution payable for the potential exposure from this obligation based on all the information available at that time, including any guidelines issued by the U.S. Treasury Department on solar energy system valuations for purposes of claiming U.S. Treasury grants and any audits undertaken by the IRS. We believe that any payments to the fund investors in excess of the amounts already recognized by us, which were immaterial, for this obligation are not probable based on the facts known at the filing date. 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 solar energy 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. We are contractually obligated to make payments to one fund investor if the fund investor does not achieve 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 amounts and timing of future distributions to the fund investor, we do not expect to make any payments as a result of this guarantee and have not accrued any liabilities for this guarantee. The amounts of any potential future payments under this guarantee are dependent on the amounts and timing of future distributions to the fund investor, future tax benefits that accrue to the fund investor, our purchase of the fund investor’s interest in the fund and future distributions to the fund investor upon the liquidation of the fund. Due to the uncertainties surrounding estimating the amounts and timing 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. Our 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, 2017, we had $138.2 million of unused letters of credit outstanding. |
VIE Arrangements
VIE Arrangements | 12 Months Ended |
Dec. 31, 2017 | |
Variable Interest Entity Disclosure [Abstract] | |
VIE Arrangements | Note 18 – VIE Arrangements We have entered into various arrangements with investors to facilitate the funding and monetization of our solar energy systems and vehicles. In particular, our wholly owned subsidiaries and fund investors have formed and contributed cash and assets into various financing funds and entered into related agreements. Consolidation As the primary beneficiary of these VIEs, we consolidate in the 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 the 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 agreements. Upon the sale or liquidation of a fund, distributions would occur in the order and priority specified in the 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 fund investors as specified in the 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. The aggregate carrying values of the VIEs’ assets and liabilities, after elimination of any intercompany transactions and balances, in the consolidated balance sheets were as follows (in thousands): December 31, 2017 December 31, 2016 Assets Current assets Cash and cash equivalents $ 55,425 $ 44,091 Restricted cash 33,656 20,916 Accounts receivable, net 18,204 16,023 Prepaid expenses and other current assets 9,018 14,178 Total current assets 116,303 95,208 Operating lease vehicles, net 337,089 — Solar energy systems, leased and to be leased, net 5,075,321 4,618,443 Restricted cash, net of current portion 36,999 30,697 Other assets 29,555 5,129 Total assets $ 5,595,267 $ 4,749,477 Liabilities Current liabilities Accounts payable $ 32 $ 20 Accrued liabilities and other 51,652 32,242 Deferred revenue 59,412 17,114 Customer deposits 726 1,169 Current portion of long-term debt and capital leases 196,531 89,356 Total current liabilities 308,353 139,901 Deferred revenue, net of current portion 323,919 178,783 Long-term debt and capital leases, net of current portion 625,934 466,741 Other long-term liabilities 30,536 82,917 Total liabilities $ 1,288,742 $ 868,342 |
Lease Pass-Through Financing Ob
Lease Pass-Through Financing Obligation | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Lease Pass-Through Financing Obligation | Note 19 – Lease Pass-Through Financing Obligation Through December 31, 2017, we 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 25 years. These solar energy systems are included within solar energy systems, leased and to be leased, net on the consolidated balance sheet. The cost of the solar energy systems under lease pass-through fund arrangements as of December 31, 2017 and 2016 was $1.09 billion and $785.3 million, respectively. The accumulated depreciation on these assets as of December 31, 2017 and 2016 was $30.9 million and $2.1 million, respectively. The total lease pass-through financing obligation as of December 31, 2017 was $134.8 million, of which $67.3 million was classified as a current liability. The total lease pass-through financing obligation as of December 31, 2016 was $122.3 million, of which $51.5 million was classified as a current liability. Under a lease pass-through fund arrangement, the investor makes 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 investor payments to the fair value of the assigned ITCs, which is estimated by discounting the projected cash flow impact of the ITCs using a market interest rate and is accounted for separately (see Note 2, Summary of Significant Accounting Policies The lease pass-through financing obligation is non-recourse once the associated solar energy systems have been placed in-service and the associated customer arrangements have been assigned to the investors. However, we are required to comply with certain financial covenants specified in the contractual agreements, which we had met as of December 31, 2017. In addition, we are responsible for any warranties, performance guarantees, accounting and performance reporting. Furthermore, we continue to account for the customer arrangements and any incentive rebates in the consolidated financial statements, regardless of whether the cash is received by us or directly by the investors. As of December 31, 2017, the future minimum master lease payments to be received from investors, for each of the next five years and thereafter, were as follows (in thousands): 2018 $ 44,771 2019 44,973 2020 43,930 2021 42,731 2022 34,631 Thereafter 543,512 Total $ 754,548 For two of the lease pass-through fund arrangements, our subsidiaries have pledged its assets to the investors as security for its obligations under the contractual agreements. Each lease pass-through fund arrangement has a one-time master lease prepayment adjustment mechanism that occurs when the capacity and the placed-in-service dates of the associated solar energy systems are finalized or on an agreed-upon date. As part of this mechanism, the master lease prepayment amount is updated, and we may be obligated to refund a portion of a master lease prepayment or entitled to receive an additional master lease prepayment. Any additional master lease prepayments are recorded as an additional lease pass-through financing obligation while any master lease prepayment refunds would reduce the lease pass-through financing obligation. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Contribution Plan | Note 20 – Defined Contribution Plan We have a 401(k) savings plan that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) savings plan, participating employees may elect to contribute up to 100% of their eligible compensation, subject to certain limitations. Participants are fully vested in their contributions. We did not make any contributions to the 401(k) savings plan during the years ended December 31, 2017, 2016 and 2015. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 21 – Related Party Transactions Related party balances were comprised of the following (in thousands): 2017 2016 Solar Bonds issued to related parties $ 100 $ 265,100 Convertible senior notes due to related parties $ 3,000 $ 13,000 Promissory notes due to related parties $ 100,000 $ — Due to related parties (primarily accrued interest, included in accrued and other current liabilities) $ 2,509 $ 5,136 The related party transactions were primarily issuances, maturities and exchanges of debt held by Space Exploration Technologies Corporation (“SpaceX”), our CEO, SolarCity’s former CEO, SolarCity’s former Chief Technology Officer and an entity affiliated with our CEO. SpaceX is considered a related party because our CEO is also the CEO, Chief Technology Officer, Chairman and a significant stockholder of SpaceX. On March 21, 2017, $90.0 million in aggregate principal amount of 4.40% Solar Bonds held by SpaceX matured and were fully repaid by us. On June 10, 2017, $75.0 million in aggregate principal amount of 4.40% Solar Bonds held by SpaceX matured and were fully repaid by us. On April 11, 2017, our CEO, SolarCity’s former CEO and SolarCity’s former Chief Technology Officer exchanged their $100.0 million (collectively) in aggregate principal amount of 6.50% Solar Bonds due in February 2018 for promissory notes in the same amounts and with substantially the same terms. On April 18, 2017, our CEO converted all of his Zero-Coupon Convertible Senior Notes due in 2020, which had an aggregate principal amount of $10.0 million (see Note 14, Common Stock |
Quarterly Results of Operations
Quarterly Results of Operations | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations | Note 22 – Quarterly Results of Operations (Unaudited) The following table presents selected quarterly results of operations data for the years ended December 31, 2017 and 2016 (in thousands, except per share amounts): Three Months Ended March 31 June 30 September 30 December 31 2017 Total revenues $ 2,696,270 $ 2,789,557 $ 2,984,675 $ 3,288,249 Gross profit $ 667,946 $ 666,615 $ 449,140 $ 438,786 Net loss attributable to common stockholders $ (330,277 ) $ (336,397 ) $ (619,376 ) $ (675,350 ) Net loss per share of common stock attributable to common stockholders, basic $ (2.04 ) $ (2.04 ) $ (3.70 ) $ (4.01 ) Net loss per share of common stock attributable to common stockholders, diluted $ (2.04 ) $ (2.04 ) $ (3.70 ) $ (4.01 ) 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 (loss) income attributable to common stockholders $ (282,267 ) $ (293,188 ) $ 21,878 $ (121,337 ) Net (loss) income per share of common stock attributable to common stockholders, basic $ (2.13 ) $ (2.09 ) $ 0.15 $ (0.78 ) Net (loss) income per share of common stock attributable to common stockholders, diluted $ (2.13 ) $ (2.09 ) $ 0.14 $ (0.78 ) |
Segment Reporting and Informati
Segment Reporting and Information about Geographic Areas | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting and Information about Geographic Areas | Note 23 – Segment Reporting and Information about Geographic Areas We have two operating and reportable segments: (i) automotive and (ii) energy generation and storage. The automotive segment includes the design, development, manufacturing and sales of electric vehicles. Additionally, the automotive segment is also comprised of services and other, which includes after-sales vehicle services, used vehicle sales, powertrain sales and services by Grohmann. The energy generation and storage segment includes the design, manufacture, installation and sales of solar energy generation and energy storage products. Our CODM does not evaluate operating segments using asset or liability information. The following table presents revenues and gross margins by reportable segment (in thousands): Year Ended December 31, 2017 2016 2015 Automotive segment Revenues $ 10,642,485 $ 6,818,738 $ 4,031,458 Gross profit $ 1,980,759 $ 1,596,195 $ 921,313 Energy generation and storage segment Revenues $ 1,116,266 $ 181,394 $ 14,477 Gross profit $ 241,728 $ 3,062 $ 2,190 The following table presents revenues by geographic area based on where our products are delivered (in thousands): Year Ended December 31, 2017 2016 United States $ 6,221,439 $ 4,200,706 China 2,027,062 1,065,255 Norway 823,081 335,572 Other 2,687,169 1,398,599 Total $ 11,758,751 $ 7,000,132 The following table presents long-lived assets by geographic area (in thousands): 2017 2016 United States $ 15,587,979 $ 11,399,545 International 787,033 503,294 Total $ 16,375,012 $ 11,902,839 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 24 – Subsequent Events In January 2018, the performance milestone for the aggregate production of 300,000 vehicles under the 2012 CEO Grant was achieved, resulting in the vesting of the ninth of 10 tranches under the grant. Subject to stockholder approval, on January 21, 2018, our Board of Directors granted a new 10-year CEO performance award with vesting contingent upon achieving certain specified market capitalization and operational milestones. On February 8, 2018, we filed a proxy statement to seek stockholder approval of the award. On February 6, 2018, we issued $546.1 million in aggregate principal amount of automobile lease-backed notes with interest rates ranging from 2.3% to 4.9% and maturities ranging from December 2019 to March 2021. The proceeds from the issuance, net of discounts and fees, were $543.1 million. Contemporaneously, we repaid $453.6 million of the principal outstanding under the Warehouse Agreements. On February 14, 2018, our CEO and SolarCity’s former Chief Technology Officer exchanged their $82.5 million (collectively) in aggregate principal amount of 6.50% promissory notes due in February 2018 for 6.50% promissory notes due in August 2018 in the same amounts. |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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 (“GAAP”) and reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. In accordance with the provisions of Accounting Standards Codification (“ASC”) 810, Consolidation 18 VIE Arrangements |
Reclassifications | Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. |
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, liabilities and disclosures in the 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, 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, determining lease pass-through financing obligations, the discount rates used to determine the fair value of investment tax credits, the valuation of build-to-suit lease assets, 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 values and useful lives of acquired assets, assumed liabilities and 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 internet connectivity, free access to our Supercharger network and future free over-the-air software updates. These other elements 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 our best estimated selling price by considering costs used to develop and deliver the service, third-party pricing of similar options and other information that may be available. 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. In addition, any fees that are paid or payable by us to a customer’s lender, when we arrange the financing, would be recognized as an offset against automotive sales revenue, in accordance with ASC 605-50, Customer Payments and Incentives As of December 31, 2017 and 2016, we had deferred $498.9 million and $291.2 million, respectively, related to the purchase of vehicle maintenance and service plans, access to our Supercharger network, internet connectivity, autopilot and over-the-air software updates. 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 “Vehicle sales to customers with a resale value guarantee,” “Vehicle sales to leasing partners with a resale value guarantee” and “Direct Vehicle Leasing Program” for further details. Resale Value Guarantees and Other Financing Programs Vehicle sales to customers with a resale value guarantee Prior to June 30, 2016, we offered resale value guarantees or similar buy-back terms to all customers who purchased vehicles and who financed their vehicles through one of our specified commercial banking partners. Since 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, which currently is generally at the end of the term of the applicable loan or financing program, for a determined resale value. 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 the consolidated balance sheet as operating lease vehicles, net, and depreciate their value, less salvage value, to cost of automotive leasing revenue over the same period. In cases where 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 cost of automotive leasing revenue. If a customer returns the vehicle 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 the consolidated balance sheet to used vehicle inventory. As of December 31, 2017 and 2016, $375.7 million and $179.5 million, respectively, of the guarantees were exercisable by customers within the next 12 months. 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 cost of automotive leasing revenue . The maximum amount we could be required to pay under this program, should we decide to repurchase all vehicles, was $742.9 million and $ million as of December 31, 2017 and 2016, respectively, including $411.6 million within a 12-month period from December 31, 2017. As of December 31, 2017 and 2016, we had $1.64 billion 1.18 289.1 respectively. As of December , 2017 and 2016, we had a total of $26.2 million and $57.0 million, respectively, in accounts receivable 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. Activity related to our resale value guarantee and similar programs consisted of the following (in thousands): Year Ended December 31, 2017 2016 Operating Lease Vehicles Operating lease vehicles—beginning of period $ 2,462,061 $ 1,556,529 Net increase in operating lease vehicles 1,208,445 1,355,128 Depreciation expense recorded in cost of automotive leasing revenues (377,491 ) (255,167 ) Additional depreciation expense recorded in cost of automotive leasing revenues as a result of early cancellation of resale value guarantee (22,156 ) (13,495 ) Additional depreciation expense recorded in cost of automotive leasing revenues as a result of expiration (138,760 ) (114,264 ) Increases to inventory from vehicles returned under our trade-in program and exercises of resale value guarantee (76,675 ) (66,670 ) Operating lease vehicles—end of period $ 3,055,424 $ 2,462,061 Deferred Revenue Deferred revenue—beginning of period $ 916,652 $ 679,132 Net increase in deferred revenue from new vehicle deliveries and reclassification of collateralized borrowing from long-term to short-term 742,817 715,011 Amortization of deferred revenue and short-term collateralized borrowing recorded in automotive leasing revenue (634,317 ) (457,113 ) Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee (3,451 ) (5,192 ) Recognition of deferred revenue resulting from return of vehicle under trade-in program, expiration, and exercises of resale value guarantee (15,765 ) (15,186 ) Deferred revenue—end of period $ 1,005,936 $ 916,652 Resale Value Guarantee Resale value guarantee liability—beginning of period $ 2,389,927 $ 1,430,573 Increase in resale value guarantee 1,201,660 1,267,445 Reclassification from long-term to short-term collateralized borrowing (257,075 ) (116,078 ) Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee (18,781 ) (16,543 ) Release of resale value guarantee resulting from return of vehicle under trade-in program and exercises (80,599 ) (62,919 ) Release of resale value guarantee resulting from expiration of resale value guarantee (138,577 ) (112,551 ) Resale value guarantee liability—end of period $ 3,096,555 $ 2,389,927 Direct Vehicle Leasing Program We offer a vehicle leasing program in certain locations in the North America and Europe. Qualifying customers are permitted to lease a vehicle directly from Tesla for up to 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 pre-determined residual value. We account for these leasing transactions as operating leases, and we recognize leasing revenues on a straight-line basis over the contractual term and record the depreciation of these vehicles to cost of automotive leasing revenue. As of December 31, 2017 and 2016, we had deferred $96.6 million and $67.2 million, respectively, 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, 2017, 2016 and 2015, we recognized $220.6 million, $112.7 million and $41.2 million, respectively. 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 (“GHG”) 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 our 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 regulatory credits at the time legal title to the regulatory credits is transferred to the purchasing party as automotive revenue in the consolidated statement of operations. Revenue from the sale of regulatory credits totaled $360.3 million, $302.3 million and $168.7 million for the years ended December 31, 2017, 2016 and 2015, respectively. Additionally, we have entered into agreements with the State of Nevada and Storey County in Nevada that will provide abatements for sales, use, real property, personal property 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 us and our partners for Gigafactory 1 of at least $3.50 billion in the aggregate on or before June 30, 2024, which were met as of December 31, 2017, and certain other conditions specified in the agreements. If we do not satisfy one or more conditions under the agreement, we would be required to repay to the respective taxing authorities the amounts of the tax incentives incurred plus interest. As of December 31, 2017 and 2016, we had earned $163.0 million and $45 million, respectively, 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. Service and Other Revenue Service and other revenue consists of repair and maintenance services, service plans, merchandise, sales of used Tesla vehicles, sales of electric vehicle powertrain components and systems to other manufacturers and sales of non-Tesla vehicle trade-ins. Energy Generation and Storage Segment 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 the consolidated balance sheet. However, any fees that are paid or payable by us to a solar loan lender would be recognized as an offset against energy generation and storage 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, including energy storage products, 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 have been 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 the consolidated balance sheet. 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, 2017 and 2016, deferred revenue related to such customer payments amounted to $320.0 million and $268.2 million, respectively. As of December 31, 2017 and 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 (i.e. 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. |
Cost of Revenue | Cost of Revenue Automotive Cost of automotive revenue 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 automotive revenue 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 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. Service and Other Cost of service and other revenue includes direct parts, material and labor costs, manufacturing overhead associated with sales of electric vehicle powertrain components and systems to other manufacturers, costs associated with providing maintenance and development services and costs associated with sales of used vehicles. Energy Generation and Storage Energy generation and storage cost of revenue includes direct and indirect material and labor costs, warehouse rent, freight, warranty expense, other overhead costs and amortization of certain acquired intangible assets. In addition, where arrangements are 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. 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 the related transportation costs are included in cost of automotive revenue. |
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 the consolidated statement of operations. We incurred marketing, promotional and advertising costs of $66.5 million, $48.0 million and $58.3 million in the years ended December 31, 2017, 2016 and 2015, 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 income (loss) and other comprehensive income (loss). Other comprehensive income |
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 is estimated on the grant or offering date using the Black-Scholes option-pricing model. 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 actual forfeitures in the period (prior to 2017, net of estimated projected forfeitures). Stock-based compensation associated with awards assumed from the acquisition of SolarCity Corporation (“SolarCity”) is measured as of the acquisition date using the relevant assumptions and recognized on a straight-line basis over the remaining requisite service period, net of actual forfeitures in the period (prior to 2017, net of estimated projected 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, 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 achievement. The fair value of such awards is estimated on the grant date using Monte Carlo simulations (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 we enter into to finance the costs of solar energy systems and vehicles 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 at book value (“HLBV”) method. We, therefore, determine the amount of the noncontrolling interests and redeemable noncontrolling interests in the net assets of the funds at each balance sheet date using the HLBV method, which is presented on the consolidated balance sheet as noncontrolling interests in subsidiaries and redeemable noncontrolling interests in subsidiaries. Under the HLBV method, the amounts reported as noncontrolling interests and redeemable noncontrolling interests in the consolidated balance sheet 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 with tax laws effective at the balance sheet date 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 the 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 the consolidated balance sheet 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 Basic 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 weighted-average shares of common stock underlying outstanding stock-based awards, warrants and convertible senior notes using the treasury stock method or the if-converted method, as applicable, are included when calculating diluted net income (loss) per share of common stock attributable to common stockholders when their effect is dilutive. Since we expect to settle in cash the principal outstanding under the 0.25% Convertible Senior Notes due in 2019, the 1.25% Convertible Senior Notes due in 2021 and the 2.375% Convertible Senior Notes due in 2022, we use the treasury stock method when calculating their potential dilutive effect, if any. The following table presents the potentially dilutive shares that were excluded from the computation of diluted net income (loss) per share of common stock attributable to common stockholders, because their effect was anti-dilutive: Year Ended December 31, 2017 2016 2015 Stock-based awards 10,456,363 12,091,473 15,592,736 Convertible senior notes 2,315,463 841,191 2,431,265 Warrants 579,137 262,702 1,049,791 |
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 cash equivalents. Our cash equivalents are primarily comprised of money market funds. |
Restricted Cash and Deposits | Restricted Cash and Deposits We maintain certain cash balances restricted as to withdrawal or use. Our restricted cash is comprised primarily of cash as collateral for our sales to lease partners with a resale value guarantee, letters of credit, real estate leases, insurance policies, credit card borrowing facilities and certain operating leases. In addition, restricted cash includes cash received from certain fund investors that have not been released for use by us and cash held to service certain payments under various secured debt facilities. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts receivable primarily include amounts related to sales of powertrain systems, sales of energy generation and storage products, receivables from financial institutions and leasing companies offering various financing products to our customers, sales of regulatory credits to other automotive manufacturers and maintenance services on vehicles owned by leasing companies. We provide an allowance against accounts receivable to the amount we reasonably believe will be collected. We write-off accounts receivable when they are deemed uncollectible. We typically do not carry significant accounts receivable related to our vehicle and related sales as customer payments are due prior to vehicle delivery, except for amounts due from commercial financial institutions for approved financing arrangements between our customers and the financial institutions. |
MyPower Customer Notes Receivable | MyPower Customer Notes Receivable We have customer notes receivable under the legacy MyPower loan program. MyPower was offered by SolarCity to provide residential customers with the option to finance the purchase of a solar energy system through a 30-year loan. The outstanding balances, net of any allowance for potentially uncollectible amounts, are presented on the consolidated balance sheet 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 the allowance for losses. Since acquisition, there have been no new significant customers with known disputes or collection issues, and the amount of potentially uncollectible amounts has been 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, 2017. |
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 and interest rate swaps. Our cash balances are primarily invested in money market funds or on deposit at high credit quality financial institutions in the U.S. At times, these deposits may be in excess of insured limits. As of December 31, 2017, no entity represented 10% or more of our total accounts receivable balance. As of December 31, 2016, one entity represented approximately 10% of our total accounts receivable balance. The risk of concentration for our interest rate swaps is mitigated by transacting with several highly-rated multinational banks. Supply Risk We are dependent on our suppliers, the majority of which are single source suppliers, and the inability of these suppliers to deliver necessary components of our products in a timely manner at prices, quality levels and volumes acceptable to us, or our inability to efficiently manage these components from these suppliers, could have a material adverse effect on our business, prospects, financial condition and operating results. |
Inventory Valuation | Inventory Valuation Inventories are stated at the lower of cost or net realizable value. 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 our 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 the 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 on the consolidated balance sheets as of December 31, 2017 and 2016 was $4.85 billion and $3.53 billion, respectively. Accumulated depreciation related to leased vehicles as of December 31, 2017, and 2016 was $733.3 million and $399.5 million, respectively. Solar Energy Systems, Leased and To Be Leased We are the lessor of solar energy systems under leases that qualify as operating leases. Our leases are accounted for in accordance with ASC 840. To determine lease classification, we evaluate the 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 the minimum lease payments exceed 90% of the fair value at lease inception. We utilize periodic appraisals to estimate useful lives and fair values at lease inception and residual values at lease termination. Solar energy systems are stated at cost less accumulated depreciation. 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 (up to 25 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 they 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 they are completed, interconnected and 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. Depreciation is generally computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Machinery, equipment, vehicles and office furniture 2 to 12 years Building and building improvements 15 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 respective assets. As of December 31, 2017, the estimated productive life for Model S and X tooling was 250,000 vehicles based on our current estimates of production. As of December 31, 2017, the estimated productive life for Model 3 tooling was 1,000,000 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 terms of the related leases. Upon the retirement or sale of our property, plant and equipment, the cost and associated accumulated depreciation are removed from the consolidated balance sheet, and the resulting gain or loss is reflected on the consolidated statement of operations. Maintenance and repair expenditures are expensed as incurred while major improvements that increase the functionality, output or expected life of an asset are capitalized and depreciated ratably over the identified useful life. Interest expense on outstanding debt is capitalized during the period of significant capital asset construction. Capitalized interest on construction-in-progress is included within property, plant and equipment 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 or our other commitments under the arrangements. In these cases, we recognize build-to-suit lease assets under construction and corresponding build-to-suit lease liabilities on the consolidated balance sheet, in accordance with ASC 840. Once construction is completed, if a lease meets certain “sale-leaseback” criteria, we remove the asset and liability and account for the lease as an operating lease. Otherwise, the lease is accounted for as a capital lease. |
Long-Lived Assets Including Acquired Intangible Assets | Long-Lived Assets Including Acquired Intangible Assets We review our property, plant and equipment, long-term prepayments and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. We measure recoverability by comparing the carrying amount to the future undiscounted cash flows that the asset is expected to generate. If the asset is not recoverable, its carrying amount would be adjusted-down to its fair value. We have recognized no material impairments of our long-lived assets in any of the periods presented. Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives, which range from two to thirty years. |
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 we test 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 U.S. 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 the monthly average functional currency rate to its income or loss and the month-end functional currency rate to translate the balance sheet. Beginning on January 1, 2015, the functional currency of each of our foreign subsidiaries was changed to their local country’s currency. This change was based on the culmination of facts and circumstances that had developed as we expanded our foreign operations. The adjustment of $10.0 million attributable to the translation of non-monetary assets and liabilities as of the date of change is included in accumulated other comprehensive loss on the 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, on the consolidated statement of operations. For the years ended December 31, 2017, 2016 and 2015, we recorded foreign currency transaction gains (losses) of $52.3 million, $26.1 million and ($45.6) million, respectively. |
Warranties | Warranties We provide a manufacturer’s warranty on all new and used 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 for the products sold by us, which includes our best estimate of the projected costs to repair or 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 given our relatively short history of sales, and changes to our historical or projected warranty experience may cause material changes to the warranty reserve in the future. The warranty reserve does not include projected warranty costs associated with our vehicles subject to lease accounting and our solar energy systems under lease contracts or power purchase agreements, as the costs to repair these warranty claims are expensed as incurred. The portion of the warranty reserve expected to be incurred within the next 12 months is included within accrued liabilities and other while the remaining balance is included within other long-term liabilities on the consolidated balance sheet. Warranty expense is recorded as a component of cost of revenues. Accrued warranty activity consisted of the following (in thousands): Year Ended December 31, 2017 2016 2015 Accrued warranty—beginning of period $ 266,655 $ 180,754 $ 129,043 Assumed warranty liability from acquisition 4,737 31,366 — Warranty costs incurred (122,510 ) (79,147 ) (52,760 ) Net changes in liability for pre-existing warranties, including expirations and foreign exchange impact 4,342 (20,084 ) 1,470 Provision for warranty 248,566 153,766 103,001 Accrued warranty—end of period $ 401,790 $ 266,655 $ 180,754 For the years ended December 31, 2017 and 2016, warranty costs incurred for vehicles accounted for as operating leases or collateralized debt arrangements were $35.5 million and $19.0 million, respectively. |
Solar Energy Systems Performance Guarantees | Solar Energy Systems Performance Guarantees We guarantee 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 our customers and make any payments periodically as specified in the customer agreements. As of December 31, 2017 and 2016, we had recognized a liability of $6.3 million and $6.6 million, respectively, within accrued liabilities and other on the consolidated balance sheets, related to these guarantees based on our assessment of the exposure. |
Solar Renewable Energy Credits | Solar Renewable Energy Credits We account for solar renewable energy credits (“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 record 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 to cost of revenue. |
Deferred Investment Tax Credit Revenue | Deferred Investment Tax Credit Revenue We have solar energy systems that are eligible for investment tax credits (“ITCs”) that accrue to eligible property under the Internal Revenue Code (“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 our lease pass-through fund arrangements, we can make a tax election to pass-through the ITCs to the investors, who are the legal lessee of the property. Therefore, we are able to monetize these ITCs to the 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. Consequently, we consider the proceeds from the monetization of ITCs to be a component of revenue generated from solar energy systems. In accordance with the relevant FASB guidance, we recognize revenue from the monetization of ITCs 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. An ITC is 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 each anniversary of the placed-in-service date. Since we have an obligation to ensure that the solar energy system is in-service and operational for a term of five years in order to avoid any recapture of the ITC, we recognize revenue as the recapture amount decreases, assuming the other revenue recognition criteria above have been met. As a result, the monetized ITC is initially recorded as deferred revenue on the consolidated balance sheets, and subsequently, one-fifth of the monetized ITC is recognized as energy generation and storage revenue on the consolidated statement of operations on each anniversary of the solar energy system’s placed-in-service date over five years. We indemnify the investors for any recapture of ITCs due to our non-compliance. We have concluded that the likelihood of a recapture event is remote, and consequently, we have not recognized a liability for this indemnification on the consolidated balance sheets. |
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 Deferral of the Effective Date Principal versus Agent Considerations Identifying Performance Obligations and Licensing Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements In February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued ASU No. 2016-06, Contingent Put and Call Options in Debt Instruments In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments In October 2016, the FASB issued ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment In May 2017, the FASB issued ASU No. 2017-09, Scope of Modification Accounting In August 2017, the FASB issued ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Activity Related to Resale Value Guarantee Program | Activity related to our resale value guarantee and similar programs consisted of the following (in thousands): Year Ended December 31, 2017 2016 Operating Lease Vehicles Operating lease vehicles—beginning of period $ 2,462,061 $ 1,556,529 Net increase in operating lease vehicles 1,208,445 1,355,128 Depreciation expense recorded in cost of automotive leasing revenues (377,491 ) (255,167 ) Additional depreciation expense recorded in cost of automotive leasing revenues as a result of early cancellation of resale value guarantee (22,156 ) (13,495 ) Additional depreciation expense recorded in cost of automotive leasing revenues as a result of expiration (138,760 ) (114,264 ) Increases to inventory from vehicles returned under our trade-in program and exercises of resale value guarantee (76,675 ) (66,670 ) Operating lease vehicles—end of period $ 3,055,424 $ 2,462,061 Deferred Revenue Deferred revenue—beginning of period $ 916,652 $ 679,132 Net increase in deferred revenue from new vehicle deliveries and reclassification of collateralized borrowing from long-term to short-term 742,817 715,011 Amortization of deferred revenue and short-term collateralized borrowing recorded in automotive leasing revenue (634,317 ) (457,113 ) Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee (3,451 ) (5,192 ) Recognition of deferred revenue resulting from return of vehicle under trade-in program, expiration, and exercises of resale value guarantee (15,765 ) (15,186 ) Deferred revenue—end of period $ 1,005,936 $ 916,652 Resale Value Guarantee Resale value guarantee liability—beginning of period $ 2,389,927 $ 1,430,573 Increase in resale value guarantee 1,201,660 1,267,445 Reclassification from long-term to short-term collateralized borrowing (257,075 ) (116,078 ) Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee (18,781 ) (16,543 ) Release of resale value guarantee resulting from return of vehicle under trade-in program and exercises (80,599 ) (62,919 ) Release of resale value guarantee resulting from expiration of resale value guarantee (138,577 ) (112,551 ) Resale value guarantee liability—end of period $ 3,096,555 $ 2,389,927 |
Schedule of Potentially Dilutive Shares that were Excluded from Computation of Diluted Net Income (Loss) per Share of Common Stock | The following table presents the potentially dilutive shares that were excluded from the computation of diluted net income (loss) per share of common stock attributable to common stockholders, because their effect was anti-dilutive: Year Ended December 31, 2017 2016 2015 Stock-based awards 10,456,363 12,091,473 15,592,736 Convertible senior notes 2,315,463 841,191 2,431,265 Warrants 579,137 262,702 1,049,791 |
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 (up to 25 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 respective assets, as follows: Machinery, equipment, vehicles and office furniture 2 to 12 years Building and building improvements 15 to 30 years Computer equipment and software 3 to 10 years |
Schedule of Accrued Warranty Activity | Year Ended December 31, 2017 2016 2015 Accrued warranty—beginning of period $ 266,655 $ 180,754 $ 129,043 Assumed warranty liability from acquisition 4,737 31,366 — Warranty costs incurred (122,510 ) (79,147 ) (52,760 ) Net changes in liability for pre-existing warranties, including expirations and foreign exchange impact 4,342 (20,084 ) 1,470 Provision for warranty 248,566 153,766 103,001 Accrued warranty—end of period $ 401,790 $ 266,655 $ 180,754 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Acquisition Date Fair Value of the Purchase Consideration | The Acquisition Date fair value of the purchase consideration was as follows (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 Pro Forma Information | The following unaudited pro forma financial information gives effect to our acquisition of SolarCity as if the acquisition had occurred on January 1, 2015 (in thousands, except per share data): Year Ended December 31 2016 2015 Revenue $ 7,536,876 $ 4,354,324 Net loss attributable to common stockholders $ (702,868 ) $ (1,017,223 ) Net loss per share of common stock, basic and diluted $ (4.56 ) $ (7.30 ) Weighted-average shares used in computing net loss per share of common stock, basic and diluted 154,090 139,327 |
Grohmann Engineering GmbH [Member] | |
Schedule of Fair Values of the Assets Acquired and Liabilities Assumed | The allocation of the purchase consideration was based on management’s estimate of the acquisition date fair values of the assets acquired and the liabilities assumed, as follows (in thousands): Assets acquired: Cash and cash equivalents $ 334 Accounts receivable 42,947 Inventory 10,031 Property, plant and equipment 44,030 Intangible assets 21,723 Prepaid expenses and other assets, current and non-current 1,998 Total assets acquired 121,063 Liabilities assumed: Accounts payable (19,975 ) Accrued liabilities (12,403 ) Debt and capital leases, current and non-current (9,220 ) Other long-term liabilities (10,049 ) Total liabilities assumed (51,647 ) Net assets acquired 69,416 Goodwill 40,065 Total purchase price $ 109,481 |
Schedule of Fair Values of the Identified Intangible Assets and their Useful Lives | Identifiable Intangible Assets Acquired The determination of the fair values of the identified intangible assets and their respective useful lives as of the acquisition date was as follows (in thousands, except for useful lives): Fair Value Useful Life (in years) Developed technology $ 12,528 10 Software 3,341 3 Customer relations 3,236 6 Trade name 1,775 7 Other 843 2 Total intangible assets $ 21,723 |
SolarCity [Member] | |
Schedule of Fair Values of the Assets Acquired and Liabilities Assumed | The allocation of the purchase consideration was based on management’s estimate of the Acquisition Date fair values of the assets acquired and the 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 customer notes receivable, net of current portion 498,141 Restricted cash 129,196 Intangible assets 356,510 Prepaid expenses and other assets, current and non-current 199,864 Total assets acquired 8,501,539 Liabilities assumed: Accounts payable (230,078 ) Accrued liabilities (284,765 ) 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 (5,261,524 ) Net assets acquired 3,240,015 Noncontrolling interests redeemable and non-redeemable (1,066,517 ) Capped call options associated with 2014 convertible notes 3,460 Total net assets acquired 2,176,958 Gain on acquisition (30,981 ) Total purchase price $ 2,145,977 |
Schedule of Fair Values of the Identified Intangible Assets and their Useful Lives | Identifiable Intangible Assets Acquired The determination of the fair values of the identified intangible assets and their respective useful lives as of the Acquisition Date was as follows (in thousands, except for useful lives): Fair Value Useful Life (in years) Developed technology $ 113,361 7 Trade name 43,500 3 Favorable contracts and leases, net 112,817 15 IPR&D 86,832 Not applicable Total intangible assets $ 356,510 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Acquired Intangible Assets | Information regarding our acquired intangible assets was as follows (in thousands): December 31, 2017 December 31, 2016 Gross Amount Accumulated Amortization Other Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Developed technology $ 125,889 $ (19,317 ) $ 1,847 $ 108,419 $ 113,361 $ (1,740 ) $ 111,621 Trade name 45,275 (10,924 ) 261 34,612 43,500 (967 ) 42,533 Favorable contracts and leases, net 112,817 (8,639 ) — 104,178 112,817 (864 ) 111,953 Other 34,099 (7,775 ) 1,137 27,461 26,679 (3,473 ) 23,206 Total finite-lived intangible assets 318,080 (46,655 ) 3,245 274,670 296,357 (7,044 ) 289,313 Indefinite-lived intangible assets: IPR&D 86,832 — — 86,832 86,832 — 86,832 Total indefinite-lived intangible assets 86,832 — — 86,832 86,832 — 86,832 Total intangible assets $ 404,912 $ (46,655 ) $ 3,245 $ 361,502 $ 383,189 $ (7,044 ) $ 376,145 |
Total Future Amortization Expense for Intangible Assets | Total future amortization expense for intangible assets was estimated as follows (in thousands): December 31, 2017 2018 $ 46,897 2019 44,706 2020 27,284 2021 27,284 2022 27,282 Thereafter 101,217 Total $ 274,670 |
Fair Value of Financial Instr37
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | Our assets and liabilities that were measured at fair value on a recurring basis were as follows (in thousands): December 31, 2017 December 31, 2016 Fair Value Level I Level II Level III Fair Value Level I Level II Level III Money market funds $ 2,163,459 $ 2,163,459 $ — $ — $ 2,226,322 $ 2,226,322 $ — $ — Interest rate swaps, net 59 — 59 — 1,490 — 1,490 — Total $ 2,163,518 $ 2,163,459 $ 59 $ — $ 2,227,812 $ 2,226,322 $ 1,490 $ — |
Schedule of Interest Rate Swaps Outstanding | Our interest rate swaps outstanding were as follows as of December 31, 2017 (in thousands): Aggregate Notional Amount Gross Asset at Fair Value Gross Liability at Fair Value Gross Gains Gross Losses Interest rate swaps $ 496,544 $ 5,304 $ 5,245 $ 7,192 $ 13,082 |
Schedule of Estimated Fair Values and Carrying Values | The following table presents the estimated fair values and the carrying values (in thousands): December 31, 2017 December 31, 2016 Carrying Fair Value Carrying Fair Value Convertible senior notes $ 3,722,673 $ 4,488,651 $ 2,957,288 $ 3,205,641 Senior notes $ 1,775,550 $ 1,732,500 $ — $ — Participation interest $ 17,545 $ 17,042 $ 16,713 $ 15,025 Solar asset-backed notes $ 880,415 $ 898,145 $ 442,764 $ 428,551 Solar loan-backed notes $ 236,844 $ 248,149 $ 137,024 $ 132,129 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Our inventory consisted of the following (in thousands): December 31, December 31, 2017 2016 Raw materials $ 821,396 $ 680,339 Work in process 243,181 233,746 Finished goods 1,013,909 1,016,731 Service parts 185,051 136,638 Total $ 2,263,537 $ 2,067,454 |
Solar Energy Systems, Leased 39
Solar Energy Systems, Leased and To Be Leased - Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, December 31, 2017 2016 Solar energy systems leased to customers $ 6,009,977 $ 5,052,976 Initial direct costs related to customer solar energy system lease acquisition costs 74,709 12,774 6,084,686 5,065,750 Less: accumulated depreciation and amortization (220,110 ) (20,157 ) 5,864,576 5,045,593 Solar energy systems under construction 243,847 460,913 Solar energy systems to be leased to customers 239,067 413,374 Solar energy systems, leased and to be leased – net (1) $ 6,347,490 $ 5,919,880 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | Our property, plant and equipment, net, consisted of the following (in thousands): December 31, December 31, 2017 2016 Machinery, equipment, vehicles and office furniture $ 4,251,711 $ 2,154,367 Tooling 1,255,952 794,793 Leasehold improvements 789,751 505,295 Land and buildings 2,517,247 1,079,452 Computer equipment, hardware and software 395,067 275,655 Construction in progress 2,541,588 2,147,332 Other — 23,548 11,751,316 6,980,442 Less: Accumulated depreciation and amortization (1,723,794 ) (997,485 ) Total $ 10,027,522 $ 5,982,957 |
Non-cancellable Operating Lea41
Non-cancellable Operating Lease Payments Receivable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Summary of Future Minimum Lease Payments to be Received from Customers under Non-cancellable Operating Leases | As of December 31, 2017, 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): 2018 $ 387,343 2019 328,490 2020 242,683 2021 177,123 2022 176,752 Thereafter 2,492,490 Total $ 3,804,881 |
Accrued Liabilities and Other (
Accrued Liabilities and Other (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Liabilities and Other Current Liabilities | As of December 31, 2017 and 2016, accrued liabilities and other current liabilities consisted of the following (in thousands): December 31, December 31, 2017 2016 Accrued purchases $ 753,408 $ 585,019 Payroll and related costs 378,284 218,792 Taxes payable 185,807 152,897 Financing obligation, current portion 67,313 52,031 Accrued warranty 125,502 116,797 Other current liabilities 221,052 84,492 Total $ 1,731,366 $ 1,210,028 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities [Abstract] | |
Schedule of Other Long-term Liabilities | Other long-term liabilities consisted of the following (in thousands): December 31, 2017 December 31, 2016 Accrued warranty reserve, net of current portion $ 276,289 $ 149,858 Build-to-suit lease liability, net of current portion 1,665,768 1,323,293 Deferred rent expense 46,820 36,966 Financing obligation, net of current portion 67,929 84,360 Liability for receipts from an investor 29,713 76,828 Other noncurrent liabilities 356,451 220,144 Total long-term liabilities $ 2,442,970 $ 1,891,449 |
Convertible and Long-Term Deb44
Convertible and Long-Term Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Debt | The following is a summary of our debt as of December 31, 2017 (in thousands): Unpaid Unused Principal Net Carrying Value Committed Contractual Balance Current Long-Term Amount Interest Rates Maturity Date Recourse debt: 1.50% Convertible Senior Notes due in 2018 ("2018 Notes") $ 5,512 $ 5,442 $ — $ — 1.50 % June 2018 0.25% Convertible Senior Notes due in 2019 ("2019 Notes") 920,000 — 869,092 — 0.25 % March 2019 1.25% Convertible Senior Notes due in 2021 ("2021 Notes") 1,380,000 — 1,186,131 — 1.25 % March 2021 2.375% Convertible Senior Notes due in 2022 ("2022 Notes") 977,500 — 841,973 — 2.375 % March 2022 5.30% Senior Notes due in 2025 ("2025 Notes") 1,800,000 — 1,775,550 — 5.30 % August 2025 Credit Agreement 1,109,000 — 1,109,000 729,929 1% plus LIBOR June 2020 Vehicle and other Loans 16,205 15,944 261 — 1.8%-7.6% January 2018- September 2019 2.75% Convertible Senior Notes due in 2018 230,000 222,171 — — 2.75 % November 2018 1.625% Convertible Senior Notes due in 2019 566,000 — 511,389 — 1.625 % November 2019 Zero-Coupon Convertible Senior Notes due in 2020 103,000 — 86,475 — 0.0 % December 2020 Related Party Promissory Notes due in February 2018 100,000 100,000 — — 6.5 % February 2018 Solar Bonds 32,016 7,008 24,940 — 2.6%-5.8% March 2018- January 2031 Total recourse debt 7,239,233 350,565 6,404,811 729,929 Non-recourse debt: Warehouse Agreements 673,811 195,382 477,867 426,189 3.1 % September 2019 Canada Credit Facility 86,708 31,106 55,603 — 3.6%-5.1% November 2021 Term Loan due in December 2018 157,095 156,884 — 19,534 4.8 % December 2018 Term Loan due in January 2021 176,290 5,885 169,352 — 4.9 % January 2021 Revolving Aggregation Credit Facility 161,796 — 158,733 438,204 4.1%-4.5% December 2019 Solar Renewable Energy Credit Loan Facility 38,575 15,858 22,774 — 7.3 % July 2021 Cash equity debt 482,133 12,334 454,421 — 5.3%-5.8% July 2033- January 2035 Solar asset-backed notes 907,241 23,829 856,586 — 4.0%-7.7% November 2038- February 2048 Solar loan-backed notes 244,498 8,006 228,838 — 4.8%-7.5% September 2048- September 2049 Total non-recourse debt 2,928,147 449,284 2,424,174 883,927 Total debt $ 10,167,380 $ 799,849 $ 8,828,985 $ 1,613,856 The following is a summary of our debt as of December 31, 2016 (in thousands): Unpaid Unused Principal Net Carrying Value Committed Contractual Balance Current Long-Term Amount Interest Rates Maturity Date Recourse debt: 2018 Notes $ 205,013 $ 196,229 $ — $ — 1.50 % June 2018 2019 Notes 920,000 — 827,620 — 0.25 % March 2019 2021 Notes 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 — 2.75% November 2018 1.625% Convertible Senior Notes due in 2019 566,000 — 483,820 — 1.625% 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: 2016 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 496,654 13,642 466,741 — 5.3%-5.8% July 2033- January 2035 Solar asset-backed notes 458,836 16,113 426,651 — 4.0%-7.5% November 2038- September 2046 Solar loan-backed notes 140,586 3,514 133,510 — 4.8%-6.9% 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. |
Schedule of Interest Expense | The following table presents the interest expense related to the contractual interest coupon, the amortization of debt issuance costs and the amortization of debt discounts on our convertible senior notes with cash conversion features, which include the 2018 Notes, the 2019 Notes, the 2021 Notes and the 2022 Notes (in thousands): Year Ended December 31, 2017 2016 2015 Contractual interest coupon $ 39,129 $ 27,060 $ 32,061 Amortization of debt issuance costs 6,932 8,567 8,102 Amortization of debt discounts 114,023 99,811 97,786 Total $ 160,084 $ 135,438 $ 137,949 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option and RSU Activity | The following table summarizes our stock option and RSU activity: Stock Options RSUs Weighted- Weighted- Weighted- Average Aggregate Average Average Remaining Intrinsic Grant Number of Exercise Contractual Value Number Date Fair Options Price Life (Years) (Billions) of RSUs Value Balance, December 31, 2016 12,875,422 $ 96.50 4,082,089 $ 207.11 Granted 1,163,678 $ 310.13 3,073,404 $ 308.71 Exercised or released (2,324,871 ) $ 81.04 $ 0.54 (1,561,889 ) $ 216.46 Cancelled (833,204 ) $ 327.33 (904,294 ) $ 233.59 Balance, December 31, 2017 10,881,025 $ 105.56 5.3 $ 2.30 4,689,310 $ 265.43 Vested and expected to vest, December 31, 2017 10,881,025 $ 105.56 5.3 $ 2.30 4,689,310 $ 265.43 Exercisable and vested, December 31, 2017 8,029,228 $ 77.56 4.7 $ 1.91 |
Schedule of Fair Value of Stock Option Award and ESPP on Grant Date | We use the fair value method in recognizing stock-based compensation expense. Under the fair value method, we estimate the fair value of each stock option award and the ESPP on the grant date generally using the Black-Scholes option pricing model and the weighted-average assumptions in the following table: Year Ended December 31, 2017 2016 2015 Risk-free interest rate: Stock options 1.8 % 1.5 % 1.6 % ESPP 1.1 % 0.6 % 0.3 % Expected term (in years): Stock options 5.1 6.2 5.4 ESPP 0.5 0.5 0.5 Expected volatility: Stock options 42 % 47 % 48 % ESPP 35 % 41 % 42 % Dividend yield: Stock options 0.0 % 0.0 % 0.0 % ESPP 0.0 % 0.0 % 0.0 % Grant date fair value per share: Stock options $ 122.25 $ 98.70 $ 108.28 ESPP $ 75.05 $ 51.31 $ 58.77 |
Summary of Stock-Based Compensation Expense | The following table summarizes our stock-based compensation expense by line item in the consolidated statements of operations (in thousands): Year Ended December 31, 2017 2016 2015 Cost of sales $ 43,845 $ 30,400 $ 19,244 Research and development 217,616 154,632 89,309 Selling, general and administrative 205,299 149,193 89,446 Total $ 466,760 $ 334,225 $ 197,999 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss before Provision For Income Taxes | Year Ended December 31, 2017 2016 2015 Domestic $ 993,113 $ 130,718 $ 415,694 Noncontrolling interest and redeemable noncontrolling interest 279,178 98,132 — Foreign 936,741 517,498 459,930 Loss before income taxes $ 2,209,032 $ 746,348 $ 875,624 |
Components of Provision for Income Taxes | The components of the provision for income taxes for the years ended December 31, 2017, 2016 and 2015 consisted of the following (in thousands): Year Ended December 31, 2017 2016 2015 Current: Federal $ (9,552 ) $ — $ — State 2,029 568 525 Foreign 42,715 53,962 10,342 Total current 35,192 54,530 10,867 Deferred: Federal — — — State — — — Foreign (3,646 ) (27,832 ) 2,172 Total deferred (3,646 ) (27,832 ) 2,172 Total provision for income taxes $ 31,546 $ 26,698 $ 13,039 |
Schedule of Deferred Tax Assets (Liabilities) | Deferred tax assets (liabilities) as of December 31, 2017 and 2016 consisted of the following (in thousands): December 31, December 31, 2017 2016 Deferred tax assets: Net operating loss carry-forwards $ 1,575,952 $ 648,652 Research and development credits 306,808 208,499 Other tax credits 117,997 106,530 Deferred revenue 200,531 268,434 Inventory and warranty reserves 74,578 95,570 Stock-based compensation 96,916 120,955 Financial Instruments 3,080 — Investment in certain financing funds 24,471 237,759 Accruals and others 23,336 67,769 Total deferred tax assets 2,423,669 1,754,168 Valuation allowance (1,843,713 ) (1,022,705 ) Deferred tax assets, net of valuation allowance 579,956 731,463 Deferred tax liabilities: Depreciation and amortization (537,613 ) (679,969 ) Other (18,734 ) (3,779 ) Financial Instruments — (22,033 ) Total deferred tax liabilities (556,347 ) (705,781 ) Deferred tax assets, net of valuation allowance and deferred tax liabilities $ 23,609 $ 25,682 |
Schedule of Reconciliation of Taxes at Federal Statutory Rate to Provision for Income Taxes | The reconciliation of taxes at the federal statutory rate to our provision for income taxes for the years ended December 31, 2017, 2016 and 2015 was as follows (in thousands): Year Ended December 31, 2017 2016 2015 Tax at statutory federal rate $ (773,162 ) $ (261,222 ) $ (306,470 ) State tax, net of federal benefit 2,029 568 525 Nondeductible expenses 30,138 26,547 16,711 Excess tax benefits related to stock based compensation (1) (1,013,196 ) — — Foreign income rate differential 364,699 206,470 172,259 U.S. tax credits (109,501 ) (162,865 ) (43,911 ) Noncontrolling interests and redeemable noncontrolling interests adjustment 65,920 21,964 — Effect of U.S. tax law change (2) 722,646 — — Bargain in purchase gain 20,211 (31,055 ) — Other reconciling items 3,178 785 1,232 Change in valuation allowance 718,584 225,506 172,693 Provision for income taxes $ 31,546 $ 26,698 $ 13,039 |
Schedule of Changes to Gross Unrecognized Tax Benefits | The changes to our gross unrecognized tax benefits were as follows (in thousands): December 31, 2014 $ 41,377 Increases 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 Decrease in balances related to prior year tax positions (31,493 ) Increases in balances related to current year tax positions 84,352 Change in balances related to effect of U.S. tax law change (58,050 ) December 31, 2017 $ 198,745 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Commitments for Leases | Future minimum commitments for leases as of December 31, 2017 were as follows (in thousands): Operating Capital Leases Leases 2018 $ 224,630 $ 127,180 2019 204,335 137,313 2020 175,612 167,281 2021 156,552 138,042 2022 130,802 133,772 Thereafter 425,295 81,627 Total minimum lease payments $ 1,317,226 785,215 Less: Amounts representing interest not yet incurred 99,181 Present value of capital lease obligations 686,034 Less: Current portion 96,700 Long-term portion of capital lease obligations $ 589,334 |
VIE Arrangements (Tables)
VIE Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 any intercompany transactions and balances, in the consolidated balance sheets were as follows (in thousands): December 31, 2017 December 31, 2016 Assets Current assets Cash and cash equivalents $ 55,425 $ 44,091 Restricted cash 33,656 20,916 Accounts receivable, net 18,204 16,023 Prepaid expenses and other current assets 9,018 14,178 Total current assets 116,303 95,208 Operating lease vehicles, net 337,089 — Solar energy systems, leased and to be leased, net 5,075,321 4,618,443 Restricted cash, net of current portion 36,999 30,697 Other assets 29,555 5,129 Total assets $ 5,595,267 $ 4,749,477 Liabilities Current liabilities Accounts payable $ 32 $ 20 Accrued liabilities and other 51,652 32,242 Deferred revenue 59,412 17,114 Customer deposits 726 1,169 Current portion of long-term debt and capital leases 196,531 89,356 Total current liabilities 308,353 139,901 Deferred revenue, net of current portion 323,919 178,783 Long-term debt and capital leases, net of current portion 625,934 466,741 Other long-term liabilities 30,536 82,917 Total liabilities $ 1,288,742 $ 868,342 |
Lease Pass-Through Financing 49
Lease Pass-Through Financing Obligation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Lease Pass Through Financing Obligation [Abstract] | |
Schedule of Future Minimum Lease Payments to be Received for Operating Leases | As of December 31, 2017, the future minimum master lease payments to be received from investors, for each of the next five years and thereafter, were as follows (in thousands): 2018 $ 44,771 2019 44,973 2020 43,930 2021 42,731 2022 34,631 Thereafter 543,512 Total $ 754,548 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Summary of Related Party Balances | Related party balances were comprised of the following (in thousands): 2017 2016 Solar Bonds issued to related parties $ 100 $ 265,100 Convertible senior notes due to related parties $ 3,000 $ 13,000 Promissory notes due to related parties $ 100,000 $ — Due to related parties (primarily accrued interest, included in accrued and other current liabilities) $ 2,509 $ 5,136 |
Quarterly Results of Operatio51
Quarterly Results of Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Results of Operations | The following table presents selected quarterly results of operations data for the years ended December 31, 2017 and 2016 (in thousands, except per share amounts): Three Months Ended March 31 June 30 September 30 December 31 2017 Total revenues $ 2,696,270 $ 2,789,557 $ 2,984,675 $ 3,288,249 Gross profit $ 667,946 $ 666,615 $ 449,140 $ 438,786 Net loss attributable to common stockholders $ (330,277 ) $ (336,397 ) $ (619,376 ) $ (675,350 ) Net loss per share of common stock attributable to common stockholders, basic $ (2.04 ) $ (2.04 ) $ (3.70 ) $ (4.01 ) Net loss per share of common stock attributable to common stockholders, diluted $ (2.04 ) $ (2.04 ) $ (3.70 ) $ (4.01 ) 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 (loss) income attributable to common stockholders $ (282,267 ) $ (293,188 ) $ 21,878 $ (121,337 ) Net (loss) income per share of common stock attributable to common stockholders, basic $ (2.13 ) $ (2.09 ) $ 0.15 $ (0.78 ) Net (loss) income per share of common stock attributable to common stockholders, diluted $ (2.13 ) $ (2.09 ) $ 0.14 $ (0.78 ) |
Segment Reporting and Informa52
Segment Reporting and Information about Geographic Areas (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Total Revenues and Gross Margin by Reportable Segment | The following table presents revenues and gross margins by reportable segment (in thousands): Year Ended December 31, 2017 2016 2015 Automotive segment Revenues $ 10,642,485 $ 6,818,738 $ 4,031,458 Gross profit $ 1,980,759 $ 1,596,195 $ 921,313 Energy generation and storage segment Revenues $ 1,116,266 $ 181,394 $ 14,477 Gross profit $ 241,728 $ 3,062 $ 2,190 |
Schedule of Revenues by Geographic Area | The following table presents revenues by geographic area based on where our products are delivered (in thousands): Year Ended December 31, 2017 2016 United States $ 6,221,439 $ 4,200,706 China 2,027,062 1,065,255 Norway 823,081 335,572 Other 2,687,169 1,398,599 Total $ 11,758,751 $ 7,000,132 |
Schedule of Long-Lived Assets by Geographic Area | The following table presents long-lived assets by geographic area (in thousands): 2017 2016 United States $ 15,587,979 $ 11,399,545 International 787,033 503,294 Total $ 16,375,012 $ 11,902,839 |
Overview - Additional Informati
Overview - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2017Segment | |
Accounting Policies [Abstract] | |
Number of operating segment | 2 |
Summary of Significant Accoun54
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2017USD ($)CustomerVehicles | Dec. 31, 2016USD ($)Customer | Dec. 31, 2015USD ($) | May 31, 2014USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Resale value guarantees, current portion sales to customers | $ 375,700,000 | $ 179,500,000 | ||
Maximum repurchase price of vehicles under resale value arrangement | 742,900,000 | 855,900,000 | ||
Resale value exercisable by leasing partners | 411,600,000 | |||
Accounts receivable, net | $ 515,381,000 | 499,142,000 | ||
Direct lease term | 48 months | |||
Automotive revenues | $ 8,534,752,000 | 5,589,007,000 | $ 3,431,587,000 | |
Tax credit amount | 163,000,000 | 45,000,000 | ||
Marketing, promotional and advertising cost | $ 66,500,000 | $ 48,000,000 | 58,300,000 | |
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 | |||
Number of years for loans payable | 30 years | |||
Number of customers representing more than ten percentage of accounts receivable | Customer | 0 | 1 | ||
Accounts receivable from OEM customers excess percentage | 10.00% | 10.00% | ||
Total cost of operating lease vehicles | $ 4,850,000,000 | $ 3,530,000,000 | ||
Accumulated depreciation related to leased vehicles | $ 733,300,000 | 399,500,000 | ||
Operating lease description | Our leases are accounted for in accordance with ASC 840. To determine lease classification, we evaluate the 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 the 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% | |||
Adjustment attributable to the translation of non-monetary assets and liabilities | $ 10,000,000 | |||
Gains (losses) from foreign currency transaction | $ 52,300,000 | 26,100,000 | (45,600,000) | |
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. | |||
Warranty costs incurred for operating lease vehicles collateralized debt arrangements | $ 35,500,000 | 19,000,000 | ||
Liability recognized related to guarantees | 1,731,366,000 | 1,210,028,000 | ||
Additional Paid-In Capital [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Increase (decrease) in accumulated deficit and additional paid-in-capital | 15,662,000 | |||
Accumulated Deficit [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Increase (decrease) in accumulated deficit and additional paid-in-capital | (15,662,000) | |||
Adoption of ASU 2016-09 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Gross deferred tax assets increase | 909,100,000 | |||
Adoption of ASU 2016-09 | Additional Paid-In Capital [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Increase (decrease) in accumulated deficit and additional paid-in-capital | 15,700,000 | |||
Adoption of ASU 2016-09 | Accumulated Deficit [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Increase (decrease) in accumulated deficit and additional paid-in-capital | $ 15,700,000 | |||
Minimum [Member] | Accounting Standards Update 2014-09 [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Increase (decrease) in accumulated deficit and additional paid-in-capital | $ (520,000,000) | |||
Maximum [Member] | Accounting Standards Update 2014-09 [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Increase (decrease) in accumulated deficit and additional paid-in-capital | $ (570,000,000) | |||
Model S and X [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated productive life for tooling | Vehicles | 250,000 | |||
Model 3 [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated productive life for tooling | Vehicles | 1,000,000 | |||
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 recognized related to guarantees | $ 6,300,000 | $ 6,600,000 | ||
Solar energy systems leased and to be leased [Member] | Minimum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 2 years | |||
Estimated useful lives of assets (in years) | 30 years | |||
Solar energy systems leased and to be leased [Member] | Maximum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 30 years | |||
Estimated useful lives of assets (in years) | 35 years | |||
Internal-use software [Member] | Minimum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 3 years | |||
Internal-use software [Member] | Maximum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 10 years | |||
0.25% Convertible Senior Notes due in 2019 ("2019 Notes") [Member] | Recourse debt [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Interest Rate | 0.25% | 0.25% | ||
Maturity Dates | Mar. 31, 2019 | Mar. 31, 2019 | ||
1.25% Convertible Senior Notes due in 2021 ("2021 Notes") [Member] | Recourse debt [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Interest Rate | 1.25% | 1.25% | ||
Maturity Dates | Mar. 31, 2021 | Mar. 31, 2021 | ||
2.375% Convertible Senior Notes due in 2022 [Member] | Recourse debt [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Interest Rate | 2.375% | |||
Maturity Dates | Mar. 31, 2022 | |||
Regulatory Credits [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Automotive revenues | $ 360,300,000 | $ 302,300,000 | 168,700,000 | |
Deferred lease revenue [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Deferred upfront payments | 96,600,000 | 67,200,000 | ||
Automotive revenues | 220,600,000 | 112,700,000 | $ 41,200,000 | |
Sales To Leasing Companies With Guarantee [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Deferred upfront payments | 339,500,000 | 289,100,000 | ||
Resale value guarantees | 1,640,000,000 | 1,180,000,000 | ||
Accounts receivable, net | 26,200,000 | 57,000,000 | ||
Gigafactory [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Capital investments | $ 3,500,000,000 | |||
Incentive beginning period | Oct. 17, 2014 | |||
Incentive ending period | Jun. 30, 2034 | |||
Vehicle maintenance and service plans [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Deferred upfront payments | $ 498,900,000 | 291,200,000 | ||
Customer payments [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Deferred upfront payments | $ 320,000,000 | $ 268,200,000 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Lease Vehicles | |||
Operating lease vehicles—beginning of period | $ 3,530,000 | ||
Operating lease vehicles—end of period | 4,850,000 | $ 3,530,000 | |
Resale Value Guarantee | |||
Increase in resale value guarantee | (208,718) | (326,934) | $ (442,295) |
Resale Value Guarantee [Member] | |||
Operating Lease Vehicles | |||
Operating lease vehicles—beginning of period | 2,462,061 | 1,556,529 | |
Net increase in operating lease vehicles | 1,208,445 | 1,355,128 | |
Depreciation expense recorded in cost of automotive leasing revenues | (377,491) | (255,167) | |
Additional depreciation expense recorded in cost of automotive leasing revenues as a result of early cancellation of resale value guarantee | (22,156) | (13,495) | |
Additional depreciation expense recorded in cost of automotive leasing revenues as a result of expiration | (138,760) | (114,264) | |
Increases to inventory from vehicles returned under our trade-in program and exercises of resale value guarantee | (76,675) | (66,670) | |
Operating lease vehicles—end of period | 3,055,424 | 2,462,061 | 1,556,529 |
Deferred Revenue | |||
Deferred revenue—beginning of period | 916,652 | 679,132 | |
Net increase in deferred revenue from new vehicle deliveries and reclassification of collateralized borrowing from long-term to short-term | 742,817 | 715,011 | |
Amortization of deferred revenue and short-term collateralized borrowing recorded in automotive leasing revenue | (634,317) | (457,113) | |
Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee | (3,451) | (5,192) | |
Recognition of deferred revenue resulting from return of vehicle under trade-in program, expiration, and exercises of resale value guarantee | (15,765) | (15,186) | |
Deferred revenue—end of period | 1,005,936 | 916,652 | 679,132 |
Resale Value Guarantee | |||
Resale value guarantee liability—beginning of period | 2,389,927 | 1,430,573 | |
Increase in resale value guarantee | 1,201,660 | 1,267,445 | |
Reclassification from long-term to short-term collateralized borrowing | (257,075) | (116,078) | |
Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee | (18,781) | (16,543) | |
Resale value guarantee liability—end of period | 3,096,555 | 2,389,927 | $ 1,430,573 |
Release of resale value guarantee resulting from return of vehicle under trade-in program and exercises | (80,599) | (62,919) | |
Release of resale value guarantee resulting from expiration of resale value guarantee | $ (138,577) | $ (112,551) |
Summary of Significant Accoun56
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Shares that were Excluded from Computation of Diluted Net Income (Loss) per Share of Common Stock (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock-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 | 10,456,363 | 12,091,473 | 15,592,736 |
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 | 2,315,463 | 841,191 | 2,431,265 |
Warrants [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential common shares excluded from computation of net loss per share | 579,137 | 262,702 | 1,049,791 |
Summary of Significant Accoun57
Summary of Significant Accounting Policies - Estimated Useful Lives of Respective Assets (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
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] | |
Property Plant And Equipment [Line Items] | |
Initial direct costs related to customer solar energy system lease acquisition costs | 25 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, 2017 | |
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) | 15 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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Standard Product Warranty Disclosure [Abstract] | |||
Accrued warranty—beginning of period | $ 266,655 | $ 180,754 | $ 129,043 |
Assumed warranty liability from acquisition | 4,737 | 31,366 | |
Warranty costs incurred | (122,510) | (79,147) | (52,760) |
Net changes in liability for pre-existing warranties, including expirations and foreign exchange impact | 4,342 | (20,084) | 1,470 |
Provision for warranty | 248,566 | 153,766 | 103,001 |
Accrued warranty—end of period | $ 401,790 | $ 266,655 | $ 180,754 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 03, 2017 | Nov. 21, 2016 | Dec. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 |
Grohmann Engineering GmbH [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition date | Jan. 3, 2017 | |||||
Cash payment for acquisition | $ 109,500 | |||||
Business acquisition incentive compensation to employees payable | $ 25,800 | |||||
Business combination, incentive compensation arrangement employee service period | 36 months | |||||
Business acquisition, compensation expense | $ 25,800 | |||||
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 our common stock. | |||||
Business combination, stock conversion ratio of shares | 0.11% | |||||
Stock-based compensation expense | $ 95,900 | |||||
Business acquisition transaction costs | 21,700 | |||||
Recognized gain on acquisition | $ 30,981 | $ 88,700 | ||||
Adjustment to MyPower customer notes receivable, net of current portion | $ 11,600 | |||||
Adjustment to accrued liabilities | $ 46,200 | |||||
Net revenues from acquisition date | $ 84,100 | |||||
Operating loss from acquisition date | $ 68,200 |
Business Combinations - Schedul
Business Combinations - Schedule of Fair Values of the Assets Acquired and the Liabilities Assumed (Detail) - USD ($) $ in Thousands | Jan. 03, 2017 | Nov. 21, 2016 | Dec. 31, 2016 | Dec. 31, 2017 |
Liabilities assumed: | ||||
Goodwill | $ 60,237 | |||
Grohmann Engineering GmbH [Member] | ||||
Assets acquired: | ||||
Cash and cash equivalents | $ 334 | |||
Accounts receivable | 42,947 | |||
Inventory | 10,031 | |||
Property, plant and equipment | 44,030 | |||
Intangible assets | 21,723 | |||
Prepaid expenses and other assets, current and non-current | 1,998 | |||
Total assets acquired | 121,063 | |||
Liabilities assumed: | ||||
Accounts payable | (19,975) | |||
Accrued liabilities | (12,403) | |||
Debt and capital leases, current and non-current | (9,220) | |||
Other long-term liabilities | (10,049) | |||
Total liabilities assumed | (51,647) | |||
Net assets acquired | 69,416 | |||
Goodwill | 40,065 | |||
Total purchase price | $ 109,481 | |||
SolarCity [Member] | ||||
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 customer notes receivable, net of current portion | 498,141 | |||
Restricted cash | 129,196 | |||
Intangible assets | 356,510 | |||
Prepaid expenses and other assets, current and non-current | 199,864 | |||
Total assets acquired | 8,501,539 | |||
Liabilities assumed: | ||||
Accounts payable | (230,078) | |||
Accrued liabilities | (284,765) | |||
Debt and capital leases, current and non-current | (3,403,840) | |||
Financing obligations | (121,290) | |||
Deferred revenue, current and non-current | (271,128) | |||
Other long-term liabilities | (950,423) | |||
Total liabilities assumed | (5,261,524) | |||
Net assets acquired | 3,240,015 | |||
Total purchase price | 2,145,977 | |||
Noncontrolling interests redeemable and non-redeemable | (1,066,517) | |||
Capped call options associated with 2014 convertible notes | 3,460 | |||
Total net assets acquired | 2,176,958 | |||
Gain on acquisition | $ (30,981) | $ (88,700) |
Business Combinations - Sched62
Business Combinations - Schedule of Fair Values of the Identified Intangible Assets and their Useful Lives (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||
Intangible assets, Fair Value | $ 404,912 | $ 383,189 |
Grohmann Engineering GmbH [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, Fair Value | 21,723 | |
Grohmann Engineering GmbH [Member] | Software [Member] | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets, Fair Value | $ 3,341 | |
Useful Life (in years) | 3 years | |
Grohmann Engineering GmbH [Member] | Other [Member] | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets, Fair Value | $ 843 | |
Useful Life (in years) | 2 years | |
SolarCity [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, Fair Value | $ 356,510 | |
SolarCity [Member] | IPR&D [Member] | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets, Fair Value | 86,832 | |
Developed technology [Member] | Grohmann Engineering GmbH [Member] | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets, Fair Value | $ 12,528 | |
Useful Life (in years) | 10 years | |
Developed technology [Member] | SolarCity [Member] | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets, Fair Value | $ 113,361 | |
Useful Life (in years) | 7 years | |
Customer relations [Member] | Grohmann Engineering GmbH [Member] | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets, Fair Value | $ 3,236 | |
Useful Life (in years) | 6 years | |
Trade name [Member] | Grohmann Engineering GmbH [Member] | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets, Fair Value | $ 1,775 | |
Useful Life (in years) | 7 years | |
Trade name [Member] | SolarCity [Member] | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets, Fair Value | $ 43,500 | |
Useful Life (in years) | 3 years | |
Favorable contracts and leases, net [Member] | SolarCity [Member] | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets, Fair Value | $ 112,817 | |
Useful Life (in years) | 15 years |
Business Combinations - Sched63
Business Combinations - 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 |
Business Combinations - Sched64
Business Combinations - 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 |
Business Combinations - Sched65
Business Combinations - 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 | $ 7,536,876 | $ 4,354,324 |
Net loss attributable to common stockholders | $ (702,868) | $ (1,017,223) |
Net loss per share of common stock, basic and diluted | $ (4.56) | $ (7.30) |
Weighted-average shares used in computing net loss per share of common stock, basic and diluted | 154,090 | 139,327 |
Goodwill and Intangible Asset66
Goodwill and Intangible Assets - Additional Information (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | $ 60,237 |
Goodwill and Intangible Asset67
Goodwill and Intangible Assets - Summary of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Acquired Intangible Assets [Line Items] | ||
Gross amounts of finite-lived intangible assets | $ 318,080 | $ 296,357 |
Finite-lived intangible assets, Accumulated Amortization | (46,655) | (7,044) |
Finite-lived intangible assets, Other | 3,245 | |
Finite-lived intangible assets, Net Carrying Amount | 274,670 | 289,313 |
Indefinite-lived intangible assets, Net Carrying Amount | 86,832 | 86,832 |
Gross amounts of intangible assets | 404,912 | 383,189 |
Intangible Assets, Net Carrying Amount | 361,502 | 376,145 |
IPR&D [Member] | ||
Acquired Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, Net Carrying Amount | 86,832 | 86,832 |
Developed Technology [Member] | ||
Acquired Intangible Assets [Line Items] | ||
Gross amounts of finite-lived intangible assets | 125,889 | 113,361 |
Finite-lived intangible assets, Accumulated Amortization | (19,317) | (1,740) |
Finite-lived intangible assets, Other | 1,847 | |
Finite-lived intangible assets, Net Carrying Amount | 108,419 | 111,621 |
Trade name [Member] | ||
Acquired Intangible Assets [Line Items] | ||
Gross amounts of finite-lived intangible assets | 45,275 | 43,500 |
Finite-lived intangible assets, Accumulated Amortization | (10,924) | (967) |
Finite-lived intangible assets, Other | 261 | |
Finite-lived intangible assets, Net Carrying Amount | 34,612 | 42,533 |
Favorable Contracts and Leases Net [Member] | ||
Acquired Intangible Assets [Line Items] | ||
Gross amounts of finite-lived intangible assets | 112,817 | 112,817 |
Finite-lived intangible assets, Accumulated Amortization | (8,639) | (864) |
Finite-lived intangible assets, Net Carrying Amount | 104,178 | 111,953 |
Other [Member] | ||
Acquired Intangible Assets [Line Items] | ||
Gross amounts of finite-lived intangible assets | 34,099 | 26,679 |
Finite-lived intangible assets, Accumulated Amortization | (7,775) | (3,473) |
Finite-lived intangible assets, Other | 1,137 | |
Finite-lived intangible assets, Net Carrying Amount | $ 27,461 | $ 23,206 |
Goodwill and Intangible Asset68
Goodwill and Intangible Assets - Total Future Amortization Expense for Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,018 | $ 46,897 | |
2,019 | 44,706 | |
2,020 | 27,284 | |
2,021 | 27,284 | |
2,022 | 27,282 | |
Thereafter | 101,217 | |
Finite-lived intangible assets, Net Carrying Amount | $ 274,670 | $ 289,313 |
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, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | $ 2,163,518 | $ 2,227,812 |
Money market funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, Fair Value | 2,163,459 | 2,226,322 |
Interest Rate Swaps, net [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, Fair Value | 59 | 1,490 |
Level I [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 2,163,459 | 2,226,322 |
Level I [Member] | Money market funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, Fair Value | 2,163,459 | 2,226,322 |
Level II [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 59 | 1,490 |
Level II [Member] | Interest Rate Swaps, net [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, Fair Value | $ 59 | $ 1,490 |
Fair Value of Financial Instr70
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Maturity of cash flow hedges in months | 12 months | ||
Reclassification to finished goods inventory | $ 0 | $ 0 | $ 0 |
Recourse debt [Member] | 5.30% Senior Notes due in 2025 ("2025 Notes") [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Interest Rate | 5.30% | ||
Maturity Dates | Aug. 31, 2025 | ||
Interest Rate Swaps [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Derivative notional amount | $ 496,544,000 | 789,600,000 | |
Gross asset at fair value | 5,304,000 | 10,600,000 | |
Gross liability at fair value | 5,245,000 | 12,100,000 | |
Recognized gross gain on derivative | 7,192,000 | 7,000,000 | |
Cash Flow Hedging [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Hedge contracts outstanding | 0 | 0 | |
Reclassified net gain from accumulated other comprehensive income (loss) to consolidated statement of operations | $ 5,600,000 | $ 44,900,000 | $ 0 |
Fair Value of Financial Instr71
Fair Value of Financial Instruments - Schedule of Interest Rate Swaps Outstanding (Detail) - Interest Rate Swaps [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Aggregate Notional Amount | $ 496,544 | $ 789,600 |
Gross Asset at Fair Value | 5,304 | 10,600 |
Gross Liability at Fair Value | 5,245 | 12,100 |
Gross Gains | 7,192 | $ 7,000 |
Gross Losses | $ 13,082 |
Fair Value of Financial Instr72
Fair Value of Financial Instruments - Schedule of Estimated Fair Values and Carrying Values (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Carrying Value | $ 8,828,985 | $ 5,892,016 |
Senior Notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Carrying Value | 1,775,550 | |
Fair Value | 1,732,500 | |
Convertible senior notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Carrying Value | 3,722,673 | 2,957,288 |
Fair Value | 4,488,651 | 3,205,641 |
Participation interest [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Carrying Value | 17,545 | 16,713 |
Fair Value | 17,042 | 15,025 |
Solar asset-backed notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Carrying Value | 880,415 | 442,764 |
Fair Value | 898,145 | 428,551 |
Solar Loan-backed Notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Carrying Value | 236,844 | 137,024 |
Fair Value | $ 248,149 | $ 132,129 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 821,396 | $ 680,339 |
Work in process | 243,181 | 233,746 |
Finished goods | 1,013,909 | 1,016,731 |
Service parts | 185,051 | 136,638 |
Total | $ 2,263,537 | $ 2,067,454 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Inventory [Line Items] | |||
Inventory write-downs | $ 131,665 | $ 65,520 | $ 44,940 |
Cost of Revenues [Member] | |||
Inventory [Line Items] | |||
Inventory write-downs | $ 124,100 | $ 52,800 | $ 44,900 |
Solar Energy Systems, Leased 75
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, 2017 | Dec. 31, 2016 |
Property Subject To Or Available For Operating Lease [Line Items] | ||
Less: accumulated depreciation and amortization | $ (733,300) | $ (399,500) |
Solar Energy Systems [Member] | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems leased to customers | 6,009,977 | 5,052,976 |
Initial direct costs related to customer solar energy system lease acquisition costs | 74,709 | 12,774 |
Solar energy systems, leased and to be leased, gross | 6,084,686 | 5,065,750 |
Less: accumulated depreciation and amortization | (220,110) | (20,157) |
Solar energy systems, leased and to be leased gross, less accumulated depreciation and amortization | 5,864,576 | 5,045,593 |
Solar energy systems under construction | 243,847 | 460,913 |
Solar energy systems to be leased to customers | 239,067 | 413,374 |
Solar energy systems, leased and to be leased - net | $ 6,347,490 | $ 5,919,880 |
Solar Energy Systems, Leased 76
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, 2017 | Dec. 31, 2016 |
Capital Leased Assets [Line Items] | ||
Capital leased assets | $ 688.3 | $ 112.6 |
Accumulated depreciation and amortization on capital leased assets | 100.6 | 40.2 |
Solar Energy Systems [Member] | ||
Capital Leased Assets [Line Items] | ||
Capital leased assets | 36 | 36 |
Accumulated depreciation and amortization on capital leased assets | $ 1.9 | $ 0.2 |
Property Plant and Equipment -
Property Plant and Equipment - Schedule of Property, Plant and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 11,751,316 | $ 6,980,442 |
Less: Accumulated depreciation and amortization | (1,723,794) | (997,485) |
Property, plant and equipment, net | 10,027,522 | 5,982,957 |
Machinery, equipment, vehicles and office furniture [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,251,711 | 2,154,367 |
Tooling [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,255,952 | 794,793 |
Leasehold improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 789,751 | 505,295 |
Land and buildings [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,517,247 | 1,079,452 |
Construction in progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,541,588 | 2,147,332 |
Computer equipment, hardware and software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 395,067 | 275,655 |
Other [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 23,548 |
Property Plant and Equipment 78
Property Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Line Items] | |||
Interest expense capitalized | $ 124,900 | $ 46,700 | |
Property, plant and equipment, net | 10,027,522 | 5,982,957 | |
Accrued liabilities | 1,731,366 | 1,210,028 | |
Other long-term liabilities | 2,442,970 | 1,891,449 | |
Depreciation and amortization expense | 769,300 | 477,300 | $ 278,700 |
Capital leased assets | 688,300 | 112,600 | |
Accumulated depreciation on property and equipment under capital leases | 100,600 | 40,200 | |
Build To Suit Arrangements [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, net | 1,630,000 | 1,320,000 | |
Accrued liabilities | 14,900 | 3,800 | |
Other long-term liabilities | 1,670,000 | 1,320,000 | |
Gigafactory [Member] | |||
Property Plant And Equipment [Line Items] | |||
Costs related to construction activities | $ 3,150,000 | $ 1,040,000 |
Non-cancellable Operating Lea79
Non-cancellable Operating Lease Payments Receivable - Schedule of Future Minimum Lease Payments Non-cancellable Operating Leases (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Leases [Abstract] | |
2,018 | $ 387,343 |
2,019 | 328,490 |
2,020 | 242,683 |
2,021 | 177,123 |
2,022 | 176,752 |
Thereafter | 2,492,490 |
Total | $ 3,804,881 |
Accrued Liabilities and Other -
Accrued Liabilities and Other - Schedule of Accrued Liabilities and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Accrued purchases | $ 753,408 | $ 585,019 |
Payroll and related costs | 378,284 | 218,792 |
Taxes payable | 185,807 | 152,897 |
Financing obligation, current portion | 67,313 | 52,031 |
Accrued warranty | 125,502 | 116,797 |
Other current liabilities | 221,052 | 84,492 |
Total | $ 1,731,366 | $ 1,210,028 |
Other Long-term Liabilities - S
Other Long-term Liabilities - Schedule of Other Long-term Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other Liabilities Noncurrent [Abstract] | ||
Accrued warranty reserve, net of current portion | $ 276,289 | $ 149,858 |
Build-to-suit lease liability, net of current portion | 1,665,768 | 1,323,293 |
Deferred rent expense | 46,820 | 36,966 |
Financing obligation, net of current portion | 67,929 | 84,360 |
Liability for receipts from an investor | 29,713 | 76,828 |
Other noncurrent liabilities | 356,451 | 220,144 |
Total long-term liabilities | $ 2,442,970 | $ 1,891,449 |
Customer Deposits - Additional
Customer Deposits - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Customer deposits | $ 853.9 | $ 663.9 |
Convertible and Long-Term Deb83
Convertible and Long-Term Debt Obligations - Summary of Debt (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 10,167,380 | $ 7,511,760 |
Net Carrying Value, Current | 799,849 | 1,114,652 |
Net Carrying Value, Long - Term | 8,828,985 | 5,892,016 |
Unused Committed Amount | 1,613,856 | 858,959 |
Solar asset-backed notes [Member] | ||
Debt Instrument [Line Items] | ||
Net Carrying Value, Long - Term | 880,415 | 442,764 |
Solar Loan-backed Notes [Member] | ||
Debt Instrument [Line Items] | ||
Net Carrying Value, Long - Term | 236,844 | 137,024 |
Recourse debt [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | 7,239,233 | 5,102,844 |
Net Carrying Value, Current | 350,565 | 761,293 |
Net Carrying Value, Long - Term | 6,404,811 | 3,869,594 |
Unused Committed Amount | 729,929 | 205,305 |
Recourse debt [Member] | 1.50% Convertible Senior Notes due in 2018 ("2018 Notes") [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | 5,512 | 205,013 |
Net Carrying Value, Current | $ 5,442 | $ 196,229 |
Interest Rate | 1.50% | 1.50% |
Maturity Dates | Jun. 30, 2018 | Jun. 30, 2018 |
Recourse debt [Member] | 2.375% Convertible Senior Notes due in 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 977,500 | |
Net Carrying Value, Long - Term | $ 841,973 | |
Interest Rate | 2.375% | |
Maturity Dates | Mar. 31, 2022 | |
Recourse debt [Member] | 5.30% Senior Notes due in 2025 ("2025 Notes") [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 1,800,000 | |
Net Carrying Value, Long - Term | $ 1,775,550 | |
Interest Rate | 5.30% | |
Maturity Dates | Aug. 31, 2025 | |
Recourse debt [Member] | Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 1,109,000 | $ 969,000 |
Net Carrying Value, Long - Term | 1,109,000 | 969,000 |
Unused Committed Amount | $ 729,929 | $ 181,000 |
Debt instrument interest rate description | 1% plus LIBOR | 1% plus LIBOR |
Maturity Dates | Jun. 30, 2020 | Jun. 30, 2020 |
Recourse debt [Member] | Vehicle and other Loans [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 16,205 | $ 23,771 |
Net Carrying Value, Current | 15,944 | 17,235 |
Net Carrying Value, Long - Term | $ 261 | $ 6,536 |
Maturity Date, Start | Jan. 31, 2018 | Mar. 31, 2017 |
Maturity Date, End | Sep. 30, 2019 | Jun. 30, 2019 |
Recourse debt [Member] | 2.75% Convertible Senior Notes due in 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 230,000 | $ 230,000 |
Net Carrying Value, Current | $ 222,171 | |
Net Carrying Value, Long - Term | $ 212,223 | |
Interest Rate | 2.75% | 2.75% |
Maturity Dates | Nov. 30, 2018 | Nov. 30, 2018 |
Recourse debt [Member] | 1.625% Convertible Senior Notes due in 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 566,000 | $ 566,000 |
Net Carrying Value, Long - Term | $ 511,389 | $ 483,820 |
Interest Rate | 1.625% | 1.625% |
Maturity Dates | Nov. 30, 2019 | Nov. 30, 2019 |
Recourse debt [Member] | Zero-Coupon Convertible Senior Notes due in 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 103,000 | $ 113,000 |
Net Carrying Value, Long - Term | $ 86,475 | $ 89,418 |
Interest Rate | 0.00% | 0.00% |
Maturity Dates | Dec. 31, 2020 | Dec. 31, 2020 |
Recourse debt [Member] | Related Party Promissory Notes due in February 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 100,000 | |
Net Carrying Value, Current | $ 100,000 | |
Interest Rate | 6.50% | |
Maturity Dates | Feb. 28, 2018 | |
Recourse debt [Member] | Solar Bonds [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 32,016 | $ 332,060 |
Net Carrying Value, Current | 7,008 | 181,582 |
Net Carrying Value, Long - Term | $ 24,940 | $ 148,948 |
Maturity Date, Start | Mar. 31, 2018 | Jan. 31, 2017 |
Maturity Date, End | Jan. 31, 2031 | Jan. 31, 2031 |
Recourse debt [Member] | 0.25% Convertible Senior Notes due in 2019 ("2019 Notes") [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 920,000 | $ 920,000 |
Net Carrying Value, Long - Term | $ 869,092 | $ 827,620 |
Interest Rate | 0.25% | 0.25% |
Maturity Dates | Mar. 31, 2019 | Mar. 31, 2019 |
Recourse debt [Member] | 1.25% Convertible Senior Notes due in 2021 ("2021 Notes") [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 1,380,000 | $ 1,380,000 |
Net Carrying Value, Long - Term | $ 1,186,131 | $ 1,132,029 |
Interest Rate | 1.25% | 1.25% |
Maturity Dates | Mar. 31, 2021 | Mar. 31, 2021 |
Recourse debt [Member] | Minimum [Member] | Vehicle and other Loans [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 1.80% | 2.90% |
Recourse debt [Member] | Minimum [Member] | Solar Bonds [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 2.60% | 1.10% |
Recourse debt [Member] | Maximum [Member] | Vehicle and other Loans [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 7.60% | 7.60% |
Recourse debt [Member] | Maximum [Member] | Solar Bonds [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 5.80% | 6.50% |
Non-recourse debt [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 2,928,147 | $ 2,408,916 |
Net Carrying Value, Current | 449,284 | 353,359 |
Net Carrying Value, Long - Term | 2,424,174 | 2,022,422 |
Unused Committed Amount | 883,927 | 653,654 |
Non-recourse debt [Member] | Warehouse Agreements [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | 673,811 | 390,000 |
Net Carrying Value, Current | 195,382 | 73,708 |
Net Carrying Value, Long - Term | 477,867 | 316,292 |
Unused Committed Amount | $ 426,189 | $ 210,000 |
Interest Rate | 3.10% | |
Debt instrument interest rate description | Various | |
Maturity Dates | Sep. 30, 2019 | Sep. 30, 2018 |
Non-recourse debt [Member] | Canada Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 86,708 | $ 67,342 |
Net Carrying Value, Current | 31,106 | 18,489 |
Net Carrying Value, Long - Term | $ 55,603 | $ 48,853 |
Maturity Dates | Nov. 30, 2021 | Dec. 31, 2020 |
Non-recourse debt [Member] | Term Loan due in December 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 157,095 | |
Net Carrying Value, Current | 156,884 | |
Unused Committed Amount | $ 19,534 | |
Interest Rate | 4.80% | |
Maturity Dates | Dec. 31, 2018 | |
Non-recourse debt [Member] | Term Loan due in January 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 176,290 | $ 183,388 |
Net Carrying Value, Current | 5,885 | 5,860 |
Net Carrying Value, Long - Term | $ 169,352 | $ 176,169 |
Interest Rate | 4.90% | 4.50% |
Maturity Dates | Jan. 31, 2021 | Jan. 31, 2021 |
Non-recourse debt [Member] | Revolving Aggregation Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 161,796 | $ 424,757 |
Net Carrying Value, Long - Term | 158,733 | 427,944 |
Unused Committed Amount | $ 438,204 | $ 335,243 |
Maturity Dates | Dec. 31, 2019 | Dec. 31, 2018 |
Non-recourse debt [Member] | Solar Renewable Energy Credit Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 38,575 | |
Net Carrying Value, Current | 15,858 | |
Net Carrying Value, Long - Term | $ 22,774 | |
Interest Rate | 7.30% | |
Maturity Dates | Jul. 31, 2021 | |
Non-recourse debt [Member] | Cash equity debt [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 482,133 | $ 496,654 |
Net Carrying Value, Current | 12,334 | 13,642 |
Net Carrying Value, Long - Term | $ 454,421 | $ 466,741 |
Maturity Date, Start | Jul. 31, 2033 | Jul. 31, 2033 |
Maturity Date, End | Jan. 31, 2035 | Jan. 31, 2035 |
Non-recourse debt [Member] | Solar asset-backed notes [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 907,241 | $ 458,836 |
Net Carrying Value, Current | 23,829 | 16,113 |
Net Carrying Value, Long - Term | $ 856,586 | $ 426,651 |
Maturity Date, Start | Nov. 30, 2038 | Nov. 30, 2038 |
Maturity Date, End | Feb. 29, 2048 | Sep. 30, 2046 |
Non-recourse debt [Member] | Solar Loan-backed Notes [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 244,498 | $ 140,586 |
Net Carrying Value, Current | 8,006 | 3,514 |
Net Carrying Value, Long - Term | $ 228,838 | $ 133,510 |
Maturity Dates | Sep. 30, 2048 | |
Maturity Date, Start | Sep. 30, 2048 | |
Maturity Date, End | Sep. 30, 2049 | |
Non-recourse debt [Member] | Term Loan due in December 2017 [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 | |
Non-recourse debt [Member] | MyPower Revolving Credit Facility [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 | |
Non-recourse debt [Member] | Solar Renewable Energy Credit Term Loan [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 | |
Non-recourse debt [Member] | Minimum [Member] | Canada Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.60% | 3.60% |
Non-recourse debt [Member] | Minimum [Member] | Revolving Aggregation Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.10% | 4.00% |
Non-recourse debt [Member] | Minimum [Member] | Cash equity debt [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 5.30% | 5.30% |
Non-recourse debt [Member] | Minimum [Member] | Solar asset-backed notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.00% | 4.00% |
Non-recourse debt [Member] | Minimum [Member] | Solar Loan-backed Notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.80% | 4.80% |
Non-recourse debt [Member] | Minimum [Member] | MyPower Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.10% | |
Non-recourse debt [Member] | Minimum [Member] | Solar Renewable Energy Credit Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 6.60% | |
Non-recourse debt [Member] | Maximum [Member] | Canada Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 5.10% | 4.50% |
Non-recourse debt [Member] | Maximum [Member] | Revolving Aggregation Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.50% | 4.80% |
Non-recourse debt [Member] | Maximum [Member] | Cash equity debt [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 5.80% | 5.80% |
Non-recourse debt [Member] | Maximum [Member] | Solar asset-backed notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 7.70% | 7.50% |
Non-recourse debt [Member] | Maximum [Member] | Solar Loan-backed Notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 7.50% | 6.90% |
Non-recourse debt [Member] | Maximum [Member] | MyPower Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 6.60% | |
Non-recourse debt [Member] | Maximum [Member] | Solar Renewable Energy Credit Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 9.90% | |
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] | Recourse debt [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.00% | |
Secured Revolving Credit Facility [Member] | Recourse debt [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 6.00% |
Convertible and Long-Term Deb84
Convertible and Long-Term Debt Obligations - Summary of Debt (Parenthetical) (Detail) - Recourse debt [Member] - Solar Bonds [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 Deb85
Convertible and Long-Term Debt Obligations - 2018 Notes, Bond Hedges and Warrant Transactions - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2014USD ($)$ / sharesshares | May 31, 2013USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)shares | Jun. 30, 2017USD ($)shares | Dec. 31, 2017USD ($)d$ / sharesshares | |
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of warrants | $ 52,883,000 | |||||
Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion, converted instrument, amount | $ 145,600,000 | |||||
Debt instrument, effective interest rate | 6.00% | 6.00% | ||||
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] | 1.50% Convertible Senior Notes due in 2018 ("2018 Notes") [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of convertible senior notes | $ 660,000,000 | |||||
Interest Rate | 1.50% | |||||
Debt instrument maturity date | Jun. 30, 2018 | |||||
Proceeds from convertible senior notes, net of underwriting discounts and issuance costs | $ 648,000,000 | |||||
Convertible principal amount | $ 12,000,000 | $ 42,700,000 | $ 144,800,000 | $ 1,000 | ||
Convertible instrument, shares issued | shares | 96,634 | 250,198 | 1,163,442 | 8.0306 | ||
Convertible notes, conversion price | $ / shares | $ 124.52 | $ 124.52 | ||||
Debt instrument convertible, percentage of conversion price | 130.00% | 130.00% | ||||
Product percentage of closing sale price of common stock | 98.00% | |||||
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 | 5,300,000 | 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 | ||||
Proceeds from issuance of warrants | $ 120,300,000 | |||||
Debt conversion aggregate principal amount | $ 12,000,000 | $ 42,700,000 | $ 144,800,000 | $ 1,000 | ||
Convertible instrument exchanged for cash | 32,700,000 | |||||
Loss on extinguishment of debt | $ (100,000) | $ (300,000) | $ (1,100,000) | |||
Senior Notes [Member] | 1.50% Convertible Senior Notes due in 2018 ("2018 Notes") [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price per share | $ / shares | $ 124.52 | $ 124.52 | ||||
Senior Notes [Member] | 1.50% Convertible Senior Notes due in 2018 ("2018 Notes") [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price per share | $ / shares | $ 184.48 | $ 184.48 | ||||
Senior Notes [Member] | 1.50% Convertible Senior Notes due in 2018 ("2018 Notes") [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] | 1.50% Convertible Senior Notes due in 2018 ("2018 Notes") [Member] | One Hundred Thirty Percent Applicable Conversion Price [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument convertible trading days | d | 30 | |||||
Senior Notes [Member] | 1.50% Convertible Senior Notes due in 2018 ("2018 Notes") [Member] | Ninety Eight Percent Applicable Conversion Price | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument convertible consecutive trading days | d | 5 |
Convertible and Long-Term Deb86
Convertible and Long-Term Debt Obligations - 2019 Notes, 2021 Notes, Bond Hedges and Warrant Transactions - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2014USD ($)$ / sharesshares | Mar. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2017USD ($)d$ / sharesshares | |
Debt Instrument [Line Items] | |||
Proceeds from issuance of warrants | $ 52,883,000 | ||
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, effective interest rate | 6.00% | ||
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 in 2019 ("2019 Notes") [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount of convertible senior notes | $ 120,000,000 | $ 800,000,000 | |
Interest Rate | 0.25% | ||
Maturity Dates | Mar. 31, 2019 | ||
Proceeds from convertible senior notes, net of underwriting discounts and issuance costs | $ 905,800,000 | ||
Debt conversion, converted instrument, amount | $ 188,100,000 | ||
Debt instrument, effective interest rate | 4.89% | ||
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 in 2019 ("2019 Notes") [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 in 2019 ("2019 Notes") [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% | ||
Maturity Dates | Mar. 31, 2021 | ||
Proceeds from convertible senior notes, net of underwriting discounts and issuance costs | $ 1,360,000,000 | ||
Debt conversion, converted instrument, amount | $ 369,400,000 | ||
Debt instrument, effective interest rate | 5.96% | ||
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] | 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 | ||
Debt instrument convertible, percentage of conversion price | 130.00% | ||
Product percentage of closing sale price of common stock | 98.00% | ||
Percentage of repurchase price is equal to principal amount of convertible notes | 100.00% | ||
Senior Notes [Member] | 0.25% and 1.25% Convertible Senior Notes and Bond Hedge and Warrant Transactions [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] | 0.25% and 1.25% Convertible Senior Notes and Bond Hedge and Warrant Transactions [Member] | One Hundred Thirty Percent Applicable Conversion Price [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument convertible trading days | d | 30 | ||
Senior Notes [Member] | 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 |
Convertible and Long-Term Deb87
Convertible and Long-Term Debt Obligations - 2022 Notes, Bond Hedges and Warrant Transactions - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2017USD ($) | Apr. 30, 2014USD ($) | Mar. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2017USD ($)d$ / sharesshares | |
Debt Instrument [Line Items] | ||||
Proceeds from issuance of warrants | $ 52,883,000 | |||
Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt conversion, converted instrument, amount | $ 145,600,000 | |||
Debt instrument, effective interest rate | 6.00% | |||
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] | 2.375% Convertible Senior Notes due in 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount of convertible senior notes | $ 977,500,000 | |||
Interest Rate | 2.375% | |||
Debt instrument maturity date | Mar. 31, 2022 | |||
Proceeds from convertible senior notes, net of underwriting discounts and issuance costs | $ 965,900,000 | |||
Convertible principal amount | $ 1,000 | |||
Convertible instrument, shares issued | shares | 3.0534 | |||
Convertible notes, conversion price | $ / shares | $ 327.50 | |||
Debt instrument convertible, percentage of conversion price | 130.00% | |||
Product percentage of closing sale price of common stock | 98.00% | |||
Percentage of repurchase price is equal to principal amount of convertible notes | 100.00% | |||
Payment for purchase of common stock | shares | 3,000,000 | |||
Common stock purchase price | $ / shares | $ 327.50 | |||
Hedge transactions | $ 204,100,000 | |||
Shares issued under warrants | shares | 3,000,000 | |||
Exercise price of warrant | $ / shares | $ 655 | |||
Proceeds from issuance of warrants | $ 52,900,000 | |||
Senior Notes [Member] | 2.375% Convertible Senior Notes due in 2022 [Member] | Minimum [Member] | Warrants [Member] | ||||
Debt Instrument [Line Items] | ||||
Conversion price per share | $ / shares | $ 327.50 | |||
Senior Notes [Member] | 2.375% Convertible Senior Notes due in 2022 [Member] | Maximum [Member] | Warrants [Member] | ||||
Debt Instrument [Line Items] | ||||
Conversion price per share | $ / shares | $ 655 | |||
Senior Notes [Member] | 2.375% Convertible Senior Notes due in 2022 [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] | 2.375% Convertible Senior Notes due in 2022 [Member] | One Hundred Thirty Percent Applicable Conversion Price [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument convertible trading days | d | 30 | |||
Senior Notes [Member] | 2.375% Convertible Senior Notes due in 2022 [Member] | Ninety Eight Percent Applicable Conversion Price | ||||
Debt Instrument [Line Items] | ||||
Debt instrument convertible consecutive trading days | d | 5 |
Convertible and Long-Term Deb88
Convertible and Long-Term Debt Obligations - 2025 Notes - Additional Information (Detail) - Unsecured Debt [Member] - 5.30% Senior Notes due in 2025 ("2025 Notes") [Member] $ in Millions | 1 Months Ended |
Aug. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |
Debt principal issued | $ 1,800 |
Debt instrument interest rate | 5.30% |
Debt instrument maturity date | Aug. 31, 2025 |
Proceeds from senior notes, net of underwriting discounts and issuance costs | $ 1,770 |
Convertible and Long-Term Deb89
Convertible and Long-Term Debt Obligations - Credit Agreement - Additional Information (Detail) - Credit Agreement [Member] - Syndicate of Banks [Member] - Revolving Credit Facility [Member] | 1 Months Ended |
Jun. 30, 2015 | |
Federal Funds Purchased | |
Debt Instrument [Line Items] | |
Line of credit, additional interest rate | 0.50% |
LIBOR [Member] | |
Debt Instrument [Line Items] | |
Line of credit, additional interest rate | 1.00% |
Undrawn amounts interest rate [Member] | |
Debt Instrument [Line Items] | |
Line of credit, additional interest rate | 0.25% |
Convertible and Long-Term Deb90
Convertible and Long-Term Debt Obligations - Secured Revolving Credit Facility - Additional Information (Detail) - SolarCity [Member] - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Aug. 31, 2017 | Dec. 31, 2017 | |
Secured Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Repayment of aggregate outstanding principal amount | $ 324 | |
Syndicate of Banks [Member] | Revolving Credit Facility [Member] | ||
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 bore 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] | Syndicate of Banks [Member] | Revolving Credit Facility [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 | Syndicate of Banks [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit, additional spread interest rate | 0.50% |
Convertible and Long-Term Deb91
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, 2017 | |
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 Deb92
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, 2017USD ($)$ / 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 less 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 Deb93
Convertible and Long-Term Debt Obligations - Zero-Coupon Convertible Senior Notes due in 2020 - Additional Information (Detail) | Apr. 26, 2017USD ($) | Dec. 31, 2017USD ($)d$ / sharesshares | Dec. 16, 2016USD ($) | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||
Convertible senior notes issued to related parties | $ 3,000,000 | $ 13,000,000 | ||
Zero-Coupon Convertible Senior Notes due in 2020 [Member] | Chief Executive Officer [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt conversion aggregate principal amount | $ 10,000,000 | |||
Loss on extinguishment of debt | $ (2,200,000) | |||
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 | |||
Debt conversion aggregate principal amount | $ 1,000 | |||
Convertible instrument, shares issued | shares | 3,333.3 | |||
Convertible notes, conversion price | $ / shares | $ 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 are 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 equal to 100% of the principal amount plus any accrued and unpaid interest. | |||
Common stock price to conversion price, percentage | 200.00% | |||
Debt instrument convertible trading days | d | 45 | |||
Percentage of redemption price | 100.00% | |||
Zero-Coupon Convertible Senior Notes due in 2020 [Member] | SolarCity [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible instrument, shares issued | shares | 4,230.8 | |||
Zero-Coupon Convertible Senior Notes due in 2020 [Member] | SolarCity [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, conversion price | $ / shares | $ 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 Deb94
Convertible and Long-Term Debt Obligations - Related Party Promissory Notes - Additional Information (Detail) - Solar bonds due in February 2018 [Member] - CEO And Former Chief Technology Officer [Member] $ in Millions | Apr. 11, 2017USD ($) |
Debt Instrument [Line Items] | |
Debt conversion, converted instrument, amount | $ 100 |
Debt instrument interest rate | 6.50% |
Debt instrument maturity date | Feb. 28, 2018 |
Convertible and Long-Term Deb95
Convertible and Long-Term Debt Obligations - Solar Bonds - Additional Information (Detail) $ in Millions | 1 Months Ended |
Apr. 30, 2017USD ($) | |
Solar Bonds [Member] | |
Debt Instrument [Line Items] | |
Debt instrument prepayment of principal and interest amount | $ 20.9 |
Convertible and Long-term Deb96
Convertible and Long-term Debt Obligations - Canada Credit Facility - Additional Information (Detail) | Dec. 31, 2016Subsidiary |
Canada Credit Agreement [Member] | |
Debt Instrument [Line Items] | |
Number of subsidiaries entered into facility agreement | 1 |
Convertible and Long-term Deb97
Convertible and Long-term Debt Obligations - Term Loan - Additional Information (Detail) - Non-recourse debt [Member] | Mar. 31, 2016 | Jan. 31, 2016 |
March 2016, Agreement [Member] | Term Loan due in December 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit, additional interest rate | 3.25% | |
Percentage of fee for undrawn commitments | 0.85% | |
January 2016, Agreement [Member] | Term Loan due in January 2021 [Member] | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit, additional interest rate | 3.50% |
Convertible and Long-term Deb98
Convertible and Long-term Debt Obligations - MyPower Revolving Credit Facility - Additional Information (Detail) - SolarCity [Member] - Non-recourse debt [Member] - MyPower Revolving Credit Facility [Member] - Revolving Credit Facility [Member] - USD ($) $ in Millions | Jan. 27, 2017 | Dec. 16, 2015 | Jan. 09, 2015 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||
Credit facility interest rate terms | The Class A notes bore interest at an annual rate of 2.50% plus (a) the commercial paper rate or (b) 1.50% plus adjusted LIBOR. The Class B notes bore interest at an annual rate of 5.00% plus LIBOR. | |||
Outstanding principal amount repaid | $ 133.8 | |||
Class A [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility interest rate terms | The fee for undrawn commitments under the Class A notes was 0.50% per annum. | |||
Interest Rate | 2.50% | |||
Percentage of fee for undrawn commitments | 0.50% | |||
LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit, additional interest rate | 1.50% | |||
Class B [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility interest rate terms | The fee for undrawn commitments under the Class B notes was 0.50% per annum. | |||
Line of credit, additional interest rate | 5.00% | |||
Percentage of fee for undrawn commitments | 0.50% |
Convertible and Long-term Deb99
Convertible and Long-term Debt Obligations - Revolving Aggregation Credit Facility - Additional Information (Detail) - Non-recourse debt [Member] - Revolving Aggregation Credit Facility [Member] | May 04, 2015 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Line of credit, additional interest rate | 2.75% | |
Credit facility interest rate terms | The revolving aggregation credit facility bears interest at an annual rate of 2.75% 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 De100
Convertible and Long-term Debt Obligations - Solar Renewable Energy Credit Loan Facilities - Additional Information (Detail) - SolarCity [Member] - Solar Renewable Energy Credit Term Loan [Member] | Jul. 14, 2016 | Mar. 31, 2016 | Dec. 31, 2017 |
Non-recourse debt [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit, additional interest rate | 8.00% | ||
Credit facility interest rate terms | The term loan bore 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%. | ||
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] | |||
Line of credit, additional interest rate | 4.75% | ||
Credit facility interest rate terms | The loan facility 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] | 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 De101
Convertible and Long-term Debt Obligations - Cash Equity Debt - Additional Information (Detail) - SolarCity [Member] - Non-recourse debt [Member] - USD ($) $ in Millions | Dec. 16, 2016 | Sep. 08, 2016 | May 02, 2016 |
Cash Equity Debt I [Member] | |||
Debt Instrument [Line Items] | |||
Debt principal issued | $ 121.7 | ||
Cash Equity Debt II [Member] | |||
Debt Instrument [Line Items] | |||
Debt principal issued | $ 210 | ||
Cash Equity Debt III [Member] | |||
Debt Instrument [Line Items] | |||
Debt principal issued | $ 170 |
Convertible and Long-term De102
Convertible and Long-term Debt Obligations - Solar Asset-backed Notes - Additional Information (Detail) - SolarCity [Member] - Non-recourse debt [Member] $ in Millions | 1 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2017USD ($)Subsidiary | Nov. 30, 2017USD ($) | Feb. 29, 2016USD ($) | Aug. 31, 2015USD ($) | Jul. 31, 2014USD ($) | Apr. 30, 2014USD ($) | Nov. 30, 2013USD ($) | Dec. 31, 2017USD ($)Subsidiary | |
Solar Asset-backed Notes, Series 2013-1 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt principal issued | $ 54.4 | |||||||
Collateral value of solar assets | $ 89 | $ 89 | ||||||
Debt discount percentage | 0.05% | |||||||
Number of wholly owned subsidiaries received remaining cash distributions | Subsidiary | 1 | 1 | ||||||
Lease Pass-Through Financing Obligation [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Lease financing obligations | $ 56.4 | $ 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 | $ 109.3 | $ 109.3 | ||||||
Debt discount percentage | 0.01% | |||||||
Number of wholly owned subsidiaries received remaining cash distributions | Subsidiary | 1 | 1 | ||||||
Solar Asset-backed Notes, Series 2014-2 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Collateral value of solar assets | $ 255.7 | $ 255.7 | ||||||
Debt discount percentage | 0.01% | |||||||
Number of wholly owned subsidiaries received remaining cash distributions | Subsidiary | 1 | 1 | ||||||
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] | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of wholly owned subsidiaries received remaining cash distributions | Subsidiary | 1 | 1 | ||||||
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 | $ 84.3 | $ 84.3 | ||||||
Debt discount percentage | 6.71% | |||||||
Number of wholly owned subsidiaries received remaining cash distributions | Subsidiary | 1 | 1 | ||||||
Solar Asset-backed Notes, Series 2017-1 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of wholly owned subsidiaries received remaining cash distributions | Subsidiary | 1 | 1 | ||||||
Solar Asset-backed Notes, Series 2017-1 [Member] | Class A [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt principal issued | $ 265 | |||||||
Debt discount percentage | 0.01% | |||||||
Solar Asset-backed Notes, Series 2017-1 [Member] | Class B [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt principal issued | $ 75 | |||||||
Debt discount percentage | 0.04% | |||||||
Solar Asset-backed Notes, Series 2017-2 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Collateral value of solar assets | $ 217.2 | $ 217.2 | ||||||
Number of wholly owned subsidiaries received remaining cash distributions | Subsidiary | 1 | 1 | ||||||
Solar Asset-backed Notes, Series 2017-2 [Member] | Class A [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt principal issued | $ 99 | $ 99 | ||||||
Debt discount percentage | 0.01% | |||||||
Solar Asset-backed Notes, Series 2017-2 [Member] | Class B [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt principal issued | $ 31.9 | $ 31.9 | ||||||
Debt discount percentage | 0.04% |
Convertible and Long-term De103
Convertible and Long-term Debt Obligations - Solar Loan-backed Notes - Additional Information (Detail) - SolarCity [Member] - Non-recourse debt [Member] $ in Millions | Jan. 27, 2017USD ($) | Jan. 21, 2016USD ($) | Dec. 31, 2017Subsidiary |
Solar Loan-backed Notes, Series 2016-A [Member] | |||
Debt Instrument [Line Items] | |||
Number of wholly owned subsidiaries received remaining cash distributions | Subsidiary | 1 | ||
Solar Loan-backed Notes, Series 2017-A | |||
Debt Instrument [Line Items] | |||
Number of wholly owned subsidiaries received remaining cash distributions | Subsidiary | 1 | ||
Class A [Member] | Solar Loan-backed Notes, Series 2016-A [Member] | |||
Debt Instrument [Line Items] | |||
Debt principal issued | $ 151.6 | ||
Debt discount percentage | 3.22% | ||
Class A [Member] | Solar Loan-backed Notes, Series 2017-A | |||
Debt Instrument [Line Items] | |||
Debt principal issued | $ 123 | ||
Debt discount percentage | 1.87% | ||
Class B [Member] | Solar Loan-backed Notes, Series 2016-A [Member] | |||
Debt Instrument [Line Items] | |||
Debt principal issued | $ 33.4 | ||
Debt discount percentage | 15.90% | ||
Class B [Member] | Solar Loan-backed Notes, Series 2017-A | |||
Debt Instrument [Line Items] | |||
Debt principal issued | $ 8.8 | ||
Debt discount percentage | 1.86% | ||
Class C [Member] | Solar Loan-backed Notes, Series 2017-A | |||
Debt Instrument [Line Items] | |||
Debt principal issued | $ 13.2 | ||
Debt discount percentage | 8.13% |
Convertible and Long-term De104
Convertible and Long-term Debt Obligations - Schedule of Interest Expense (Detail) - SolarCity [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Contractual interest coupon | $ 39,129 | $ 27,060 | $ 32,061 |
Amortization of debt issuance costs | 6,932 | 8,567 | 8,102 |
Amortization of debt discounts | 114,023 | 99,811 | 97,786 |
Total | $ 160,084 | $ 135,438 | $ 137,949 |
Convertible and Long-term De105
Convertible and Long-term Debt Obligations - Pledged Assets - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
SolarCity [Member] | Non-recourse debt [Member] | ||
Debt Instrument [Line Items] | ||
Pledged or restricted cash, receivables, inventory, SRECs, solar energy systems and property and equipment as collateral | $ 4,050 | $ 2,300 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 26, 2017 | Nov. 21, 2016 | Jan. 31, 2017 | May 31, 2016 | Aug. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 30, 2017 | Apr. 18, 2017 |
Overview Of The Company [Line Items] | |||||||||||
Common stock shares issued | 1,536,259 | 7,915,004 | 3,099,173 | ||||||||
Issuance of common stock public offering | $ 399,600 | $ 1,700,000 | $ 738,300 | $ 399,647 | $ 1,687,147 | $ 738,408 | |||||
Increase to additional paid-in capital | $ 145,613 | ||||||||||
2018 Notes [Member] | Convertibles and Bonds with Warrants Attached [Member] | |||||||||||
Overview Of The Company [Line Items] | |||||||||||
Convertible instrument, shares issued | 34,393 | ||||||||||
Convertible instrument, shares received | 169,890 | ||||||||||
2018 Notes [Member] | Recourse debt [Member] | |||||||||||
Overview Of The Company [Line Items] | |||||||||||
Principal amount of convertible senior notes | $ 199,500 | $ 199,500 | |||||||||
Convertible instrument, shares issued | 1,510,274 | ||||||||||
Increase to additional paid-in capital | $ 163,000 | ||||||||||
Convertible instrument exchanged for cash | 32,700 | ||||||||||
2018 Notes [Member] | Recourse debt [Member] | Bond Hedges and Warrants [Member] | |||||||||||
Overview Of The Company [Line Items] | |||||||||||
Increase to additional paid-in capital | $ 56,800 | ||||||||||
Common Stock [Member] | |||||||||||
Overview Of The Company [Line Items] | |||||||||||
Common stock shares issued | 1,536,000 | 7,915,000 | 3,099,000 | ||||||||
Issuance of common stock public offering | $ 2 | $ 8 | $ 3 | ||||||||
Conversion of stock, shares issued | 11,124,497 | ||||||||||
SolarCity [Member] | Zero-Coupon Convertible Senior Notes due in 2020 [Member] | |||||||||||
Overview Of The Company [Line Items] | |||||||||||
Convertible instrument, shares issued | 3,333.3 | ||||||||||
SolarCity [Member] | Common Stock [Member] | |||||||||||
Overview Of The Company [Line Items] | |||||||||||
Conversion of stock, shares converted | 101,131,791,000 | ||||||||||
Shares issued to acquire SolarCity Corporation | 11,124,497 | ||||||||||
Other Acquisitions [Member] | |||||||||||
Overview Of The Company [Line Items] | |||||||||||
Shares issued to acquire SolarCity Corporation | 34,772 | ||||||||||
Chief Executive Officer [Member] | |||||||||||
Overview Of The Company [Line Items] | |||||||||||
Common stock shares issued | 95,420 | 82,645 | |||||||||
Issuance of common stock public offering | $ 25,000 | $ 20,000 | |||||||||
Chief Executive Officer [Member] | Zero-Coupon Convertible Senior Notes due in 2020 [Member] | Recourse debt [Member] | |||||||||||
Overview Of The Company [Line Items] | |||||||||||
Principal amount of convertible senior notes | $ 10,000 | $ 10,000 | |||||||||
Convertible instrument, shares issued | 33,333,000 | ||||||||||
Increase to additional paid-in capital | $ 10,300 |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2014Tranchesshares | Aug. 31, 2012Tranchesshares | Dec. 31, 2017USD ($)Vehicleshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Contractual term of stock options, in years | 10 years | ||||
Aggregate number of vehicle production | Vehicle | 300,000 | ||||
Unrecognized compensation expense | $ 1,340,000,000 | ||||
Stock-based compensation | $ 466,760,000 | $ 334,225,000 | $ 197,999,000 | ||
Weighted-average period of recognition of unrecognized compensation, in years | 3 years | ||||
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 | 370,173 | 321,788 | 220,571 | ||
Number of shares issued under ESPP, value | $ 71,000,000 | $ 51,700,000 | $ 37,500,000 | ||
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 | ||||
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 | $ 5,700,000 | ||||
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% | ||||
RSUs [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Aggregate fair value | $ 491,000,000 | 203,900,000 | 94,500,000 | ||
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 | 13,100,000 | ||||
Stock-based compensation | 6,800,000 | 25,300,000 | 10,400,000 | ||
Performance Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | $ 5,100,000 | $ 15,800,000 | $ 10,600,000 | ||
Employee Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares available for issuance under ESPP | shares | 1,423,978 | ||||
2010 Equity Incentive Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares were reserved for issuance | shares | 7,045,637 | ||||
Number of stock options granted | shares | 1,163,678 | ||||
Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period, in years | 4 years |
Equity Incentive Plans - Summar
Equity Incentive Plans - Summary of Stock Option and RSU Activity (Detail) - 2010 Equity Incentive Plan [Member] $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Options, Beginning Balance | shares | 12,875,422 |
Number of Options, Granted | shares | 1,163,678 |
Number of Options Exercised or released | shares | (2,324,871) |
Number of Options, Cancelled | shares | (833,204) |
Number of Options, Ending Balance | shares | 10,881,025 |
Number of Options, Vested and expected to vest | shares | 10,881,025 |
Number of Options, Exercisable and vested | shares | 8,029,228 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 96.50 |
Weighted Average Exercise Price, Granted | $ / shares | 310.13 |
Weighted Average Exercise Price, Exercised or released | $ / shares | 81.04 |
Weighted Average Exercise Price, Cancelled | $ / shares | 327.33 |
Weighted Average Exercise Price, Ending Balance | $ / shares | 105.56 |
Weighted Average Exercise Price, Vested and expected to vest | $ / shares | 105.56 |
Weighted Average Exercise Price, Exercisable and vested | $ / shares | $ 77.56 |
Weighted Average Remaining Contractual Life (Years), Balance | 5 years 3 months 18 days |
Weighted Average Remaining Contractual Life (Years), Vested and expected to vest | 5 years 3 months 18 days |
Weighted Average Remaining Contractual Life (Years), Exercisable and vested | 4 years 8 months 12 days |
Aggregate Intrinsic Value, Beginning Balance | $ | $ 2,300 |
Aggregate Intrinsic Value, Exercised or released | $ | 540 |
Aggregate Intrinsic Value, Vested and expected to vest | $ | 2,300 |
Aggregate Intrinsic Value, Exercisable and vested | $ | $ 1,910 |
Restricted stock units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs, Beginning Balance | shares | 4,082,089 |
Number of RSUs, Granted | shares | 3,073,404 |
Number of RSUs, Exercised or released | shares | (1,561,889) |
Number of RSUs, Cancelled | shares | (904,294) |
Number of RSUs, Ending Balance | shares | 4,689,310 |
Number of RSUs, Vested and expected to vest | shares | 4,689,310 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 207.11 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 308.71 |
Weighted Average Grant Date Fair Value, Exercised or released | $ / shares | 216.46 |
Weighted Average Grant Date Fair Value, Cancelled | $ / shares | 233.59 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | 265.43 |
Weighted Average Grand Date Fair Value, Vested and Expected to Vest | $ / shares | $ 265.43 |
Equity Incentive Plans - Schedu
Equity Incentive Plans - Schedule of Fair Value of Stock Option Award and ESPP on Grant Date (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock options [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 1.80% | 1.50% | 1.60% |
Expected term (in years) | 5 years 1 month 6 days | 6 years 2 months 12 days | 5 years 4 months 24 days |
Expected volatility | 42.00% | 47.00% | 48.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Grant-date fair value per share | $ 122.25 | $ 98.70 | $ 108.28 |
Employee stock purchase plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 1.10% | 0.60% | 0.30% |
Expected term (in years) | 6 months | 6 months | 6 months |
Expected volatility | 35.00% | 41.00% | 42.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Grant-date fair value per share | $ 75.05 | $ 51.31 | $ 58.77 |
Equity Incentive Plans - Sum110
Equity Incentive Plans - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 466,760 | $ 334,225 | $ 197,999 |
Cost of sales [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 43,845 | 30,400 | 19,244 |
Research and development [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 217,616 | 154,632 | 89,309 |
Selling, general and administrative [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 205,299 | $ 149,193 | $ 89,446 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||||
Provision for income taxes | $ 31,546,000 | $ 26,698,000 | $ 13,039,000 | |
Corporate tax rate | 35.00% | |||
Deferred Tax Assets Valuation Allowance | $ 1,843,713,000 | 1,022,705,000 | ||
Deferred tax assets, net | 579,956,000 | 731,463,000 | ||
Research and development credits | 306,808,000 | $ 208,499,000 | ||
Foreign earnings | 0 | |||
Deferred tax liability | 0 | |||
Unrecognized tax benefits, that would not affect effective tax rate | 191,000,000 | |||
Adoption of ASU 2016-09 | ||||
Income Taxes [Line Items] | ||||
Increase in valuation on deferred taxes | 583,400,000 | |||
Foreign jurisdictions [Member] | ||||
Income Taxes [Line Items] | ||||
Deferred tax assets, net | 46,500,000 | |||
Federal [Member] | ||||
Income Taxes [Line Items] | ||||
Operating loss carry-forwards | $ 6,420,000,000 | |||
Operating loss carry-forwards beginning to expire in the year | Dec. 31, 2024 | |||
Research and development credits | $ 209,000,000 | |||
Research and development tax credits, federal carry-forwards expiration date | 2,024 | |||
General business tax credit | $ 116,900,000 | |||
General business tax credits, beginning to expire in the year | 2,033 | |||
Federal [Member] | Minimum [Member] | ||||
Income Taxes [Line Items] | ||||
Income tax examination, years | 2,004 | |||
Federal [Member] | Maximum [Member] | ||||
Income Taxes [Line Items] | ||||
Income tax examination, years | 2,016 | |||
State [Member] | ||||
Income Taxes [Line Items] | ||||
Operating loss carry-forwards | $ 5,260,000,000 | |||
Operating loss carry-forwards beginning to expire in the year | Dec. 31, 2028 | |||
Research and development credits | $ 223,200,000 | |||
California | Minimum [Member] | ||||
Income Taxes [Line Items] | ||||
Income tax examination, years | 2,004 | |||
California | Maximum [Member] | ||||
Income Taxes [Line Items] | ||||
Income tax examination, years | 2,016 | |||
U.S. and foreign jurisdictions [Member] | Minimum [Member] | ||||
Income Taxes [Line Items] | ||||
Income tax examination, years | 2,008 | |||
U.S. and foreign jurisdictions [Member] | Maximum [Member] | ||||
Income Taxes [Line Items] | ||||
Income tax examination, years | 2,016 | |||
SolarCity [Member] | ||||
Income Taxes [Line Items] | ||||
Increase in valuation on deferred taxes | $ 821,000,000 | |||
Scenario, Forecast [Member] | ||||
Income Taxes [Line Items] | ||||
Corporate tax rate | 21.00% |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 993,113 | $ 130,718 | $ 415,694 |
Noncontrolling interest and redeemable noncontrolling interest | 279,178 | 98,132 | |
Foreign | 936,741 | 517,498 | 459,930 |
Loss before income taxes | $ 2,209,032 | $ 746,348 | $ 875,624 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal, Current | $ (9,552) | ||
State, Current | 2,029 | $ 568 | $ 525 |
Foreign, Current | 42,715 | 53,962 | 10,342 |
Total current | 35,192 | 54,530 | 10,867 |
Deferred: | |||
Foreign, Deferred | (3,646) | (27,832) | 2,172 |
Total deferred | (3,646) | (27,832) | 2,172 |
Provision for income taxes | $ 31,546 | $ 26,698 | $ 13,039 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carry-forwards | $ 1,575,952 | $ 648,652 |
Research and development credits | 306,808 | 208,499 |
Other tax credits | 117,997 | 106,530 |
Deferred revenue | 200,531 | 268,434 |
Inventory and warranty reserves | 74,578 | 95,570 |
Stock-based compensation | 96,916 | 120,955 |
Financial Instruments | 3,080 | |
Investment in certain financing funds | 24,471 | 237,759 |
Accruals and others | 23,336 | 67,769 |
Total deferred tax assets | 2,423,669 | 1,754,168 |
Valuation allowance | (1,843,713) | (1,022,705) |
Deferred tax assets, net of valuation allowance | 579,956 | 731,463 |
Deferred tax liabilities: | ||
Depreciation and amortization | (537,613) | (679,969) |
Other | (18,734) | (3,779) |
Financial Instruments | (22,033) | |
Total deferred tax liabilities | (556,347) | (705,781) |
Deferred tax assets, net of valuation allowance and deferred tax liabilities | $ 23,609 | $ 25,682 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Taxes at Federal Statutory Rate to Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Tax at statutory federal rate | $ (773,162) | $ (261,222) | $ (306,470) |
State tax, net of federal benefit | 2,029 | 568 | 525 |
Nondeductible expenses | 30,138 | 26,547 | 16,711 |
Excess tax benefits related to stock based compensation | (1,013,196) | ||
Foreign income rate differential | 364,699 | 206,470 | 172,259 |
U.S. tax credits | (109,501) | (162,865) | (43,911) |
Noncontrolling interests and redeemable noncontrolling interests adjustment | 65,920 | 21,964 | |
Effect of U.S. tax law change | 722,646 | ||
Bargain in purchase gain | 20,211 | (31,055) | |
Other reconciling items | 3,178 | 785 | 1,232 |
Change in valuation allowance | 718,584 | 225,506 | 172,693 |
Provision for income taxes | $ 31,546 | $ 26,698 | $ 13,039 |
Income Taxes - Schedule of R116
Income Taxes - Schedule of Reconciliation of Statutory Federal Income Taxes to Effective Taxes (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | ||
Corporate tax rate | 35.00% | |
Scenario, Forecast [Member] | ||
Income Taxes [Line Items] | ||
Corporate tax rate | 21.00% |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Changes to Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits, beginning balance | $ 203,936 | $ 99,127 | $ 41,377 |
Increases in balances related to prior year tax positions | 28,677 | 6,626 | |
Decrease in balances related to prior year tax positions | (31,493) | ||
Increases in balances related to current year tax positions | 84,352 | 62,805 | 51,124 |
Assumed uncertain tax positions through acquisition | 13,327 | ||
Change in balances related to effect of U.S. tax law change | (58,050) | ||
Unrecognized tax benefits, ending balance | $ 198,745 | $ 203,936 | $ 99,127 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Oct. 05, 2016Plaintiff | Feb. 28, 2013USD ($)Plaintiff | Dec. 31, 2017USD ($)$ / yr | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Commitments And Contingencies [Line Items] | |||||||
Rent expense | $ 177.7 | $ 116.8 | $ 68.2 | ||||
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 Amount | 138.2 | ||||||
Lawsuit in the U.S. Court of Federal Claims Against the U.S. Government [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Number of lawsuits filed | Plaintiff | 2 | ||||||
Loss contingency, seeking to recover value | $ 14 | ||||||
Percentage of amount agreed to return in settlement of litigation | 5.00% | ||||||
Amount agreed to return received as cash grant | $ 29.5 | ||||||
Lawsuit in the Court of Chancery of the State of Delaware by purported stockholders of Tesla challenging SolarCity Acquisition [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Number of lawsuits filed | Plaintiff | 7 | ||||||
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 [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Non-cash investing and non-cash financing activities | $ 5.6 | $ 86.1 | |||||
Build-to-suit Lease Arrangement [Member] | SUNY Foundation [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Acquisition of manufacturing equipment | 274.7 | ||||||
Additional specified scope costs | $ 125.3 | ||||||
Initial direct costs related to solar energy systems leased to customers | 10 years | ||||||
Operating lease, option to renew, amount per year | $ / yr | 2 | ||||||
Lease arrangement, amount required to spend or incur | $ 5,000 | ||||||
Contractual obligation | $ 41.2 | ||||||
Maximum [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Terms of agreements to lease equipment under capital leases in months | 60 months | ||||||
Initial direct costs related to solar energy systems leased to customers | 25 years | ||||||
Maximum [Member] | Build-to-suit Lease Arrangement [Member] | SUNY Foundation [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Construction cost committed | $ 350 |
Commitments and Contingencie119
Commitments and Contingencies - Schedule of Future Minimum Commitments for Leases (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Operating Leases, 2018 | $ 224,630 |
Operating Leases, 2019 | 204,335 |
Operating Leases, 2020 | 175,612 |
Operating Leases, 2021 | 156,552 |
Operating Leases, 2022 | 130,802 |
Operating Leases, Thereafter | 425,295 |
Operating Leases, Total minimum lease payments | 1,317,226 |
Capital Leases, 2018 | 127,180 |
Capital Leases, 2019 | 137,313 |
Capital Leases, 2020 | 167,281 |
Capital Leases, 2021 | 138,042 |
Capital Leases, 2022 | 133,772 |
Capital Leases, Thereafter | 81,627 |
Total minimum lease payments, Capital Leases | 785,215 |
Less: Amounts representing interest not yet incurred, Capital Leases | 99,181 |
Present value of capital lease obligations | 686,034 |
Less: Current portion, Capital Leases | 96,700 |
Long-term portion of capital lease obligations | $ 589,334 |
VIE Arrangements - Additional I
VIE Arrangements - Additional Information (Detail) | Dec. 31, 2017USD ($) |
VIEs [Member] | |
Variable Interest Entity [Line Items] | |
Fund assets pledged as collateral | $ 0 |
VIE Arrangements - Carrying Val
VIE Arrangements - Carrying Values of Assets and Liabilities of Subsidiary in Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||||
Cash and cash equivalents | $ 3,367,914 | $ 3,393,216 | $ 1,196,908 | $ 1,905,713 |
Accounts receivable, net | 515,381 | 499,142 | ||
Prepaid expenses and other current assets | 268,365 | 194,465 | ||
Total current assets | 6,570,520 | 6,259,796 | ||
Restricted cash, net of current portion | 441,722 | 268,165 | ||
Other assets | 273,123 | 216,751 | ||
Total assets | 28,655,372 | 22,664,076 | ||
Current liabilities | ||||
Accounts payable | 2,390,250 | 1,860,341 | ||
Deferred revenue | 1,015,253 | 763,126 | ||
Customer deposits | 853,919 | 663,859 | ||
Current portion of long-term debt and capital leases | 796,549 | 984,211 | ||
Total current liabilities | 7,674,670 | 5,827,005 | ||
Deferred revenue, net of current portion | 1,177,799 | 851,790 | ||
Long-term debt and capital leases, net of current portion | 9,415,700 | 5,860,049 | ||
Other long-term liabilities | 2,442,970 | 1,891,449 | ||
Operating Lease Vehicles [Member] | ||||
Current assets | ||||
Operating lease net | 4,116,604 | 3,134,080 | ||
Solar Energy Systems [Member] | ||||
Current assets | ||||
Operating lease net | 6,347,490 | 5,919,880 | ||
VIEs [Member] | ||||
Current assets | ||||
Cash and cash equivalents | 55,425 | 44,091 | ||
Restricted cash | 33,656 | 20,916 | ||
Accounts receivable, net | 18,204 | 16,023 | ||
Prepaid expenses and other current assets | 9,018 | 14,178 | ||
Total current assets | 116,303 | 95,208 | ||
Restricted cash, net of current portion | 36,999 | 30,697 | ||
Other assets | 29,555 | 5,129 | ||
Total assets | 5,595,267 | 4,749,477 | ||
Current liabilities | ||||
Accounts payable | 32 | 20 | ||
Accrued liabilities and other | 51,652 | 32,242 | ||
Deferred revenue | 59,412 | 17,114 | ||
Customer deposits | 726 | 1,169 | ||
Current portion of long-term debt and capital leases | 196,531 | 89,356 | ||
Total current liabilities | 308,353 | 139,901 | ||
Deferred revenue, net of current portion | 323,919 | 178,783 | ||
Long-term debt and capital leases, net of current portion | 625,934 | 466,741 | ||
Other long-term liabilities | 30,536 | 82,917 | ||
Total liabilities | 1,288,742 | 868,342 | ||
VIEs [Member] | Operating Lease Vehicles [Member] | ||||
Current assets | ||||
Operating lease net | 337,089 | |||
VIEs [Member] | Solar Energy Systems [Member] | ||||
Current assets | ||||
Operating lease net | $ 5,075,321 | $ 4,618,443 |
Lease Pass-Through Financing122
Lease Pass-Through Financing Obligation - Additional Information (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($)Arrangement | Dec. 31, 2016USD ($) | |
Property Subject To Or Available For Operating Lease [Line Items] | ||
Number of lease pass-through fund arrangements | Arrangement | 8 | |
Cost of lease | $ 4,850,000 | $ 3,530,000 |
Accumulated depreciation on lease | 733,300 | 399,500 |
Capital lease obligation | 686,034 | |
Current portion of capital lease obligation | $ 96,700 | |
Maximum [Member] | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Initial lease term | 25 years | |
Solar Energy Systems Under Lease Pass-through Fund Arrangements [Member] | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Cost of lease | $ 1,090,000 | 785,300 |
Accumulated depreciation on lease | 30,900 | 2,100 |
Capital lease obligation | 134,800 | 122,300 |
Current portion of capital lease obligation | $ 67,300 | $ 51,500 |
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 Financing123
Lease Pass-Through Financing Obligation - Schedule of Future Minimum Lease Payments to be Received for Operating Leases (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Property Subject To Or Available For Operating Lease [Line Items] | |
2,018 | $ 387,343 |
2,019 | 328,490 |
2,020 | 242,683 |
2,021 | 177,123 |
2,022 | 176,752 |
Thereafter | 2,492,490 |
Total | 3,804,881 |
SolarCity [Member] | |
Property Subject To Or Available For Operating Lease [Line Items] | |
2,018 | 44,771 |
2,019 | 44,973 |
2,020 | 43,930 |
2,021 | 42,731 |
2,022 | 34,631 |
Thereafter | 543,512 |
Total | $ 754,548 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
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) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 16, 2016 |
Related Party Transactions [Abstract] | ||
Solar Bonds issued to related parties | $ 100 | $ 265,100 |
Convertible senior notes due to related parties | 3,000 | 13,000 |
Promissory notes due to related parties | 100,000 | |
Due to related parties (primarily accrued interest, included in accrued and other current liabilities) | $ 2,509 | $ 5,136 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | Jun. 10, 2017 | Apr. 11, 2017 | Mar. 21, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 30, 2017 | Apr. 18, 2017 |
Zero-Coupon Convertible Senior Notes due in 2020 [Member] | Recourse debt [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument interest rate | 0.00% | 0.00% | |||||
Debt instrument maturity date | Dec. 31, 2020 | Dec. 31, 2020 | |||||
Zero-Coupon Convertible Senior Notes due in 2020 [Member] | Chief Executive Officer [Member] | Recourse debt [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Principal amount of convertible senior notes | $ 10 | $ 10 | |||||
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. 21, 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. 10, 2017 | ||||||
CEO, SolarCity's Former CEO and SolarCity's Fomer Chief Technology Officer [Member] | Solar bonds due in February 2018 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument interest rate | 6.50% | ||||||
Debt instrument maturity date | Feb. 28, 2018 | ||||||
Convertible principal amount | $ 100 |
Quarterly Results of Operati127
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Data [Abstract] | |||||||||||
Total revenues | $ 3,288,249 | $ 2,984,675 | $ 2,789,557 | $ 2,696,270 | $ 2,284,631 | $ 2,298,436 | $ 1,270,017 | $ 1,147,048 | $ 11,758,751 | $ 7,000,132 | $ 4,046,025 |
Gross profit | 438,786 | 449,140 | 666,615 | 667,946 | 435,278 | 636,735 | 274,776 | 252,468 | 2,222,487 | 1,599,257 | 923,503 |
Net (loss) income attributable to common stockholders | $ (675,350) | $ (619,376) | $ (336,397) | $ (330,277) | $ (121,337) | $ 21,878 | $ (293,188) | $ (282,267) | $ (1,961,400) | $ (674,914) | $ (888,663) |
Net (loss) income per share of common stock attributable to common stockholders, basic | $ (4.01) | $ (3.70) | $ (2.04) | $ (2.04) | $ (0.78) | $ 0.15 | $ (2.09) | $ (2.13) | |||
Net (loss) income per share of common stock attributable to common stockholders, diluted | $ (4.01) | $ (3.70) | $ (2.04) | $ (2.04) | $ (0.78) | $ 0.14 | $ (2.09) | $ (2.13) |
Segment Reporting and Inform128
Segment Reporting and Information about Geographic Areas - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2017Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 2 |
Number of reporting segment | 2 |
Segment Reporting and Inform129
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | $ 3,288,249 | $ 2,984,675 | $ 2,789,557 | $ 2,696,270 | $ 2,284,631 | $ 2,298,436 | $ 1,270,017 | $ 1,147,048 | $ 11,758,751 | $ 7,000,132 | $ 4,046,025 |
Gross profit | $ 438,786 | $ 449,140 | $ 666,615 | $ 667,946 | $ 435,278 | $ 636,735 | $ 274,776 | $ 252,468 | 2,222,487 | 1,599,257 | 923,503 |
Automotive [Member] | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | 10,642,485 | 6,818,738 | 4,031,458 | ||||||||
Gross profit | 1,980,759 | 1,596,195 | 921,313 | ||||||||
Energy Generation and Storage [Member] | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | 1,116,266 | 181,394 | 14,477 | ||||||||
Gross profit | $ 241,728 | $ 3,062 | $ 2,190 |
Segment Reporting and Inform130
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 3,288,249 | $ 2,984,675 | $ 2,789,557 | $ 2,696,270 | $ 2,284,631 | $ 2,298,436 | $ 1,270,017 | $ 1,147,048 | $ 11,758,751 | $ 7,000,132 | $ 4,046,025 |
United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 6,221,439 | 4,200,706 | |||||||||
China [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 2,027,062 | 1,065,255 | |||||||||
Norway [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 823,081 | 335,572 | |||||||||
Other [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 2,687,169 | $ 1,398,599 |
Segment Reporting and Inform131
Segment Reporting and Information about Geographic Areas - Schedule of Long-Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived Assets | $ 16,375,012 | $ 11,902,839 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived Assets | 15,587,979 | 11,399,545 |
International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived Assets | $ 787,033 | $ 503,294 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ in Millions | Feb. 14, 2018USD ($) | Feb. 06, 2018USD ($) | Jan. 21, 2018 | Apr. 11, 2017USD ($) | Jan. 31, 2018Vehicle | Dec. 31, 2017Vehicle | Dec. 31, 2016 |
Subsequent Event [Line Items] | |||||||
Aggregate number of vehicle production | Vehicle | 300,000 | ||||||
Solar bonds due in February 2018 [Member] | CEO And Former Chief Technology Officer [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt conversion, converted instrument, amount | $ 100 | ||||||
Interest Rate | 6.50% | ||||||
Maturity Dates | Feb. 28, 2018 | ||||||
Non-recourse debt [Member] | Warehouse Agreements [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Interest Rate | 3.10% | ||||||
Maturity Dates | Sep. 30, 2019 | Sep. 30, 2018 | |||||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate number of vehicle production | Vehicle | 300,000 | ||||||
Number of year performance award with vesting contingent upon performance | 10 years | ||||||
Subsequent Event [Member] | Solar bonds due in February 2018 [Member] | CEO And Former Chief Technology Officer [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt conversion, converted instrument, amount | $ 82.5 | ||||||
Interest Rate | 6.50% | ||||||
Maturity Dates | Feb. 28, 2018 | ||||||
Subsequent Event [Member] | Solar bonds due in August 2018 [Member] | CEO And Former Chief Technology Officer [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt conversion, converted instrument, amount | $ 82.5 | ||||||
Interest Rate | 6.50% | ||||||
Maturity Dates | Aug. 31, 2018 | ||||||
Subsequent Event [Member] | Automobile Lease Backed Notes | |||||||
Subsequent Event [Line Items] | |||||||
Debt principal issued | $ 546.1 | ||||||
Proceeds from issuance of secured debt | $ 543.1 | ||||||
Debt instrument maturity date range start | Dec. 31, 2019 | ||||||
Debt instrument maturity date range end | Mar. 31, 2021 | ||||||
Subsequent Event [Member] | Automobile Lease Backed Notes | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Interest Rate | 2.30% | ||||||
Subsequent Event [Member] | Automobile Lease Backed Notes | Minimum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Interest Rate | 4.90% | ||||||
Subsequent Event [Member] | Non-recourse debt [Member] | Warehouse Agreements [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Repayments of secured debt | $ 453.6 |