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TESLA MOTORS INC
FORM 10-K
(Annual Report)
Filed 02/26/15 for the Period Ending 12/31/14
Address 3500 DEER CREEK RD
PALO ALTO, CA 94070
Telephone 650-681-5000
CIK 0001318605
Symbol TSLA
SIC Code 3711 - Motor Vehicles and Passenger Car Bodies
Industry Auto & Truck Manufacturers
Sector Consumer Cyclical
Fiscal Year 12/31
http://www.edgar-online.com
© Copyright 2015, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    TESLA MOTORS INC FORM 10-K (Annual Report) Filed 02/26/15 for the Period Ending 12/31/14 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 3500 DEER CREEK RD PALO ALTO, CA 94070 650-681-5000 0001318605 TSLA 3711 - Motor Vehicles and Passenger Car Bodies Auto & Truck Manufacturers ...

  • Page 2
    ... 2015 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended December 31, 2014...

  • Page 3
    ... Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder...

  • Page 4
    ... include, but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, profitability, expected cost reductions, capital adequacy, expectations regarding demand and acceptance for our technologies, growth opportunities and...

  • Page 5
    ... drive dual motor system and fast 0 to 60 miles per hour acceleration. After the Model X, our goal is to introduce the Model 3, a lower priced sedan designed for the mass market, in 2017. The commercial production of fully electric vehicles that meets consumers' range and performance expectations...

  • Page 6
    ... of a United States federal tax credit of $7,500 for the purchase of alternative fuel vehicles. We offer performance and all-wheel drive dual motor system options with our 85 kWh Model S. The performance version of our All-Wheel Drive Dual Motor Model S accelerates from 0 to 60 miles per hour in...

  • Page 7
    ... hours of useful energy and offer a warranty of unlimited miles over eight years. Our proprietary technology includes cooling systems, safety systems, charge balancing systems, battery engineering for vibration and environmental durability, robotic manufacturing processes, customized motor design...

  • Page 8
    ... thereby optimize battery pack system performance and cost for our current and future vehicles. In addition, we are designing the cell manufacturing equipment for the Tesla Gigafactory to enable flexibility in terms of battery chemistry and form factor. We believe our ability to change battery cell...

  • Page 9
    ... service network we can offer a compelling customer experience while achieving operating efficiencies and capturing sales and service revenues incumbent automobile manufacturers do not enjoy in the traditional franchised distribution and service model. Our customers deal directly with our own Tesla...

  • Page 10
    ... part, our working capital requirements and help us to align production with demand. Marketing Our principal marketing goals are to generate demand for our vehicles and drive leads to our sales teams; build long-term brand awareness and manage corporate reputation; manage our existing customer base...

  • Page 11
    ... company-owned service centers enable our technicians to work closely with our engineers and research and development teams in Silicon Valley to identify problems, find solutions, and incorporate improvements faster than incumbent automobile manufacturers. New Vehicle Limited Warranty, Maintenance...

  • Page 12
    ..., testing and quality control for vehicles ultimately delivered into the European Union. The Tilburg facility also serves as a pan-European parts warehouse, remanufacturing site and customer service center. The Tesla Gigafactory outside of Reno, Nevada We are developing the Tesla Gigafactory as...

  • Page 13
    ...of Energy Loans In May 2013, we paid $451.8 million to settle all outstanding loan amounts due under a loan facility we had entered into with the Federal Financing Bank (FFB) and the United States Department of Energy (DOE), under the DOE's Advanced Technology Vehicles Manufacturing Loan Program, as...

  • Page 14
    ... the production, delivery, and placement into service of our zero emission vehicles in global markets, we have earned and will continue to earn various tradable regulatory credits that can be sold to other manufacturers. Under California's Zero-Emission Vehicle Regulations and those of states that...

  • Page 15
    ... Dealer Regulation State laws regulate the manufacture, distribution, and sale of automobiles, and generally require motor vehicle manufacturers and dealers to be licensed in order to sell vehicles directly to consumers in the state. As we open additional Tesla stores and service centers, we secure...

  • Page 16
    ... we operate as one reportable segment, which is the design, development, manufacturing and sales of electric vehicles and electric powertrain components. For information regarding financial data by geographic areas, see Note 10 to our Consolidated Financial Statements included in this Annual Report...

  • Page 17
    ... future vehicles such as Model 3, which could harm our brand, business, prospects, financial condition and operating results. We may experience significant delays or other complications in bringing new vehicles to market. For example, while we expect Model X deliveries to start in the third quarter...

  • Page 18
    ..., customs and similar regulations required to operate our manufacturing facilities; 1 that we will be able to maintain and improve quality controls as we transition to a higher level of in-house manufacturing process; and 1 that the information technology systems that we are currently expanding and...

  • Page 19
    ...and no experience directly in the production of lithium-ion cells. In addition, to date we have not finalized agreements with additional Gigafactory partners that will be co-located at the Gigafactory. Also, the cost of building and operating the Gigafactory could exceed our current expectations and...

  • Page 20
    ... or developing our own replacements for certain highly customized components of our vehicles may be time consuming, costly and may force us to make additional modifications to a vehicle's design. This limited supply chain exposes us to multiple potential sources of delivery failure or component...

  • Page 21
    ... countries; 1 government regulations and economic incentives promoting fuel efficiency and alternate forms of energy as well as tax and other governmental incentives to purchase and operate electric vehicles; 1 access to charging facilities, standardization of electric vehicle charging systems and...

  • Page 22
    ...our company, especially internationally, we may not be able to produce, market, sell and service our vehicles successfully. Any failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results and financial condition. We continue to expand our...

  • Page 23
    ... as well as long-term commercial success, we must continue to achieve our planned cost reductions, control our operational costs while producing quality vehicles, increase our production rate, maintain strong demand in North America, and grow demand abroad in Europe and Asia. Failure to do one...

  • Page 24
    .... In 2013 we began offering a resale value guarantee to all customers who purchased a Model S in the United States and Canada and financed their vehicle through one of our specified commercial banking partners. In April and October of 2014, we started offering leasing to business customers and...

  • Page 25
    ...been open for only a short period of time. We have relatively limited experience distributing and selling our performance vehicles through our Tesla stores, especially in Asia. Our success will depend in large part on our ability to effectively develop our own sales channels and marketing strategies...

  • Page 26
    ... support and cost. Moreover, there are inherent risks associated with developing, improving and expanding our core systems as well as implementing new systems, including the disruption of our data management, procurement, manufacturing execution, finance, supply chain and sales and service processes...

  • Page 27
    ... and consolidation in the worldwide automotive industry. Factors affecting competition include product quality and features, innovation and development time, pricing, reliability, safety, fuel economy, customer service and financing terms. Increased competition may lead to lower vehicle unit sales...

  • Page 28
    ... the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales and...

  • Page 29
    ... of the United States, and to date we have only limited experience servicing our performance vehicles at these locations. We will need to open new standalone service centers in locations around the world and hire and train significant numbers of new employees to staff these service centers and act...

  • Page 30
    ...management resources and may not meet our expectations with respect to additional sales of our electric vehicles. In addition, we may not be able to open stores or service centers in certain states or Superchargers in desired locations. Our plan to expand our network of Tesla stores, service centers...

  • Page 31
    ... we fail to successfully address these risks, our business, prospects, operating results and financial condition could be materially harmed. Developments in alternative technologies or improvements in the internal combustion engine may materially adversely affect the demand for our electric vehicles...

  • Page 32
    ... our executive officers and other key technology, sales, marketing, engineering, manufacturing and support personnel and any failure to do so could adversely impact our business, prospects, financial condition and operating results. We have in the past and may in the future experience difficulty...

  • Page 33
    ...unionized work forces, such as parts suppliers and trucking and freight companies, and work stoppages or strikes organized by such unions could have a material adverse impact on our business, financial condition or operating results. If a work stoppage occurs, it could delay the manufacture and sale...

  • Page 34
    ...and business models based on the internal combustion engine could lead them to pass regulations that could reduce the compliance costs of such established manufacturers or mitigate the effects of government efforts to promote alternative fuel vehicles; 1 changes to the vehicle-specific Federal Motor...

  • Page 35
    ...the purchase date of their vehicles. Additionally, in 2013, as part of our ongoing efforts to improve the customer ownership experience, we expanded the battery pack warranty and also eliminated the annual service requirement that was needed to keep the New Vehicle Limited Warranty in effect. Should...

  • Page 36
    ..., design, develop and manufacture Model X and future products, increase the production capacity at our manufacturing facilities to produce vehicles at higher volumes, develop the Gigafactory, open new Tesla service centers with maintenance and repair capabilities, open new Supercharger locations...

  • Page 37
    ... launched Model S leasing program, our business may suffer. We recently introduced a leasing program in the United States and Canada through our captive finance company, Tesla Finance. The profitability of the leasing program depends on our ability to accurately project residual values, secure...

  • Page 38
    ... and in Michigan, where the state's automobile dealer association managed to add language into an unrelated bill that had the effect of impairing our right to sell vehicles through Tesla stores in Michigan. We have brought a lawsuit in New Jersey to invalidate that regulation, which we believe to be...

  • Page 39
    ... occur, or our information system or communications network breaks down or operates improperly, our headquarters and production facilities may be seriously damaged, or we may have to stop or delay production and shipment of our products. In addition, our lease for our Palo Alto facility permits the...

  • Page 40
    ... option during a quarter (and only during such quarter), commencing with the fourth quarter of 2013 in the case of the 2018 Notes and the third quarter of 2014 in the case of the 2019 Notes and the 2021 Notes, if the last reported sale price of our common stock for at least 20 trading days (whether...

  • Page 41
    ... our total outstanding shares are held by a small number of insiders and investors and may be sold in the near future. The large number of shares eligible for public sale or subject to rights requiring us to register them for public sale could depress the market price of our common stock. The market...

  • Page 42
    ... Revocable Trust dated July 22, 2003, or the Trust, a portion of which Mr. Musk used to purchase shares of common stock in our public offering in May 2013 and private placements in June 2011 and June 2013. Interest on such loans accrues at market rates and the banking institutions received customary...

  • Page 43
    ... services, powertrain development services, parts warehousing, final vehicle assembly and vehicle service Manufacturing Administration Vehicle engineering and design services Administration, sales, service and marketing services Administration, sales and marketing services 42 Owned building...

  • Page 44
    ... lease a number of properties in North America, Europe and Asia for our retail and service locations as well as Supercharger sites. We currently intend to add new facilities or expand our existing facilities as we add employees and expand our network of stores and galleries, service locations and...

  • Page 45
    ... other factors that our board of directors may deem relevant. Stock Performance Graph This performance graph shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference into any filing of Tesla Motors, Inc...

  • Page 46
    ..., 2014, of the cumulative total return for our common stock, the NASDAQ Composite Index, and a group of all public companies sharing the same SIC code as us which is SIC code 3711, "Motor Vehicles and Passenger Car Bodies" (Motor Vehicles and Passenger Car Bodies Public Company Group). Such returns...

  • Page 47
    ...trading days of the quarter; therefore, holders of 2018 Notes may convert their notes during the first quarter of 2015. As such, we classified the $601.6 million carrying value of our 2018 Notes as current liabilities on our condensed consolidated balance sheet as of December 31, 2014. In March 2014...

  • Page 48
    ... engineering work on Model X as well as development work on our dual motor powertrain and other development programs including localization efforts for foreign markets. R&D expenses in 2013 reflected our activities on manufacturing process improvements, Model S cost reductions, the right-hand drive...

  • Page 49
    ... our ability to meet future delivery targets. In addition to expanding our production, we expect to continue to lower the cost of manufacturing our vehicles and improve our gross margin. Significant cost improvements for Model S were achieved in 2013 and 2014, including part cost reductions as well...

  • Page 50
    ...and costs into future periods under lease accounting. In addition, for leases offered directly from Tesla Finance (but not for those offered through our bank partner), we will not receive the full amount of the cash for the vehicle price at delivery and will assume customer credit risk. We expect to...

  • Page 51
    ...are not covered by our New Vehicle Limited Warranties or our extended service plans, we offer Tesla Ranger service at a higher cost. Payments collected in advance of the performance of service are initially recorded in deferred revenues on the consolidated balance sheets and recognized in automotive...

  • Page 52
    ..., production powertrain components and systems sales, and we accrue warranty reserves upon delivery to customer. Warranty reserves include management's best estimate of the projected costs to repair or to replace any items under warranty. These estimates are based on actual claims incurred to-date...

  • Page 53
    ... recognized for financial reporting versus tax return purposes. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in our consolidated statements of operations become deductible expenses under applicable income tax laws, or loss...

  • Page 54
    ...other automotive manufacturers. Powertrain component and related sales represent the sales of electric vehicle powertrain components and systems, such as battery packs and drive units, to other manufacturers. Vehicle, options and related sales during the years ended December 31, 2014, 2013, and 2012...

  • Page 55
    ...dual motor powertrain and right-hand drive Model S engineering, design and testing activities, a $28.1 million increase in stock-based compensation expense related to increased headcount and increasing values of awards granted, a $4.1 million increase in office, information technology and facilities...

  • Page 56
    ...support the expansion of the business, a $36.8 million increase in office, information technology and facilities-related costs to support the growth of our business as well as sales and marketing activities to handle our expanding market presence, a $17.8 million increase in stock-based compensation...

  • Page 57
    ... of development services, and sales of powertrain components and systems. These cash inflows are offset by payments we make to our suppliers for production materials and parts used in our manufacturing process, employee compensation, operating leases and interest expense on our financings. Cash...

  • Page 58
    ... consisted primarily of purchases of capital equipment, tooling, and facilities to support our Model S and Model X manufacturing. In 2014, we began construction of our Gigafactory facility in Nevada. Tesla's contribution to total capital expenditures are expected to be about $2.0 billion over the...

  • Page 59
    ... effect on our cash flows, business, results of operations and financial condition. Should the closing price conditions be met in the first quarter of 2015 or a future quarter, 2018 Notes will be convertible at their holders' option during the immediately following quarter. Under current market...

  • Page 60
    ... connection with our Tesla Factory located in Fremont, California, we are obligated to pay for the remediation of certain environmental conditions existing at the time we purchased the property from New United Motor Manufacturing, Inc. (NUMMI). As of December 31, 2014 and 2013, we accrued a total of...

  • Page 61
    ... of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Comprehensive Loss Consolidated Statements of Stockholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements 61 62 63...

  • Page 62
    ... of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was...

  • Page 63
    Tesla Motors, Inc. Consolidated Balance Sheets (in thousands, except share and per share data) December 31, 2014 December 31, 2013 Assets Current assets Cash and cash equivalents Restricted cash and marketable securities Accounts receivable Inventory Prepaid expenses and other current assets Total ...

  • Page 64
    Tesla Motors, Inc. Consolidated Statements of Operations (in thousands, except share and per share data) Year Ended December 31, 2013 2014 2012 Revenues Automotive sales Development services Total revenues Cost of revenues Automotive sales Development services Total cost of revenues Gross profit ...

  • Page 65
    Tesla Motors, Inc. Consolidated Statements of Comprehensive Loss (in thousands) Year Ended December 31, 2013 2014 2012 Net loss Other comprehensive income (loss), net of tax: Unrealized net loss on short-term marketable securities Reclassification adjustment for gain included in net loss Other ...

  • Page 66
    ... under employee stock purchase plan Stock-based compensation Comprehensive loss: Net loss Unrealized loss on short-term marketable securities, net Total comprehensive loss Balance as of December 31, 2012 Issuance of common stock in May 2013 public offering at $92.20 per share, net of issuance costs...

  • Page 67
    ... short-term marketable securities Net cash used in investing activities Cash Flows From Financing Activities Proceeds from issuance of convertible debt Proceeds from issuance of common stock in public offering Proceeds from issuance of warrants Proceeds from exercise of stock options and other stock...

  • Page 68
    ... on our consolidated financial statements. Revenue Recognition We recognize revenues from sales of Model S and the Tesla Roadster, including vehicle options and accessories, vehicle service and sales of regulatory credits, such as zero emission vehicle (ZEV),greenhouse gas emission (GHG) credits...

  • Page 69
    ... future product returns. Such estimates are based on historical experience and are immaterial in all periods presented. Resale Value Guarantee We offer a resale value guarantee program to customers who purchase a Model S and finance their vehicle through one of our commercial banking partners...

  • Page 70
    ... 8,557 487,879 $ $ In April 2014, we began offering a leasing program in the United States and Canada for Model S. Qualifying customers are permitted to lease a Model S for 36 months, after which time they have the option of either returning the vehicle to us or purchasing it for a pre-determined...

  • Page 71
    ...are not covered by our New Vehicle Limited Warranties or our extended service plans, we offer Tesla Ranger service at a higher cost. Payments collected in advance of the performance of service are initially recorded in deferred revenues on the consolidated balance sheets and recognized in automotive...

  • Page 72
    ... related to sales of powertrain systems, receivables from financial institutions and leasing companies offering various financing products to our customers, and regulatory credits to other automotive manufacturers (OEMs). In circumstances where we are aware of a specific customer's inability to meet...

  • Page 73
    ... method over the expected operating lease term. The total cost of operating lease vehicles recorded in the consolidated balance sheets as of December 31, 2014 and 2013 was $849.8 million and $401.9 million. Accumulated depreciation related to leased vehicles as of December 31, 2014 and 2013 was $83...

  • Page 74
    ... compensation expense for costs related to all share-based payments, including stock options, restricted stock units (RSUs) and our employee stock purchase plan (the ESPP). The fair value of stock options and the ESPP are estimated on the grant date and offering date using an option pricing model...

  • Page 75
    ... is recorded as a component of cost of revenues in the consolidated statements of operations. The portion of the warranty provision which is expected to be incurred within 12 months from the balance sheet date is classified as current, while the remaining amount is classified as long-term. We began...

  • Page 76
    ... average market price of our common stock for a given period exceeds the conversion price of $124.52, $359.87, and $359.87 per share for the convertible senior notes due 2018 Notes, 2019 Notes and 2021 Notes, respectively. 3. Balance Sheet Components Inventory As of December 31, 2014 and 2013, our...

  • Page 77
    ...in accrued liabilities and other long-term liabilities. Once the construction is completed, if the lease meets certain "sale-leaseback" criteria, we will remove the asset and related financial obligation from the balance sheet and treat the building lease as an operating lease. If upon completion of...

  • Page 78
    ... the vehicle model and country of delivery. Customer deposits related to Model X still represent fully refundable reservations. Amounts are included in current liabilities until refunded or until they are applied to a customer's purchase balance at time of delivery. As of December 31, 2014 and 2013...

  • Page 79
    ... notes may convert their notes at their option prior to the respective dates above, only under the following circumstances: (1) during any fiscal quarter beginning after the fiscal quarter ending June 30, 2014, if the last reported sale price of our common stock for at least 20 trading days (whether...

  • Page 80
    ... of the 2018 Notes may convert their 2018 Notes at their option prior to March 1, 2018, only under the following circumstances: (1) during any fiscal quarter beginning after the fiscal quarter ending September 30, 2013, if the last reported sale price of our common stock for at least 20 trading days...

  • Page 81
    ...our consolidated balance sheet as of December 31, 2014. Similarly, debt issuance costs were classified as other current assets as of December 31, 2014. Should the closing price conditions be met in the first quarter of 2015 or a future quarter, 2018 Notes will be convertible at their holders' option...

  • Page 82
    ... on the average outstanding balance of the loan during the contractual vesting period, and decisions to prepay would be influenced by our future stock price as well as the interest rates on our loans in relation to market interest rates, we had historically measured the fair value of the warrant...

  • Page 83
    ... issuance under the Plan. The following table summarizes stock option and RSU activity under the Plan: Outstanding Stock Options Outstanding RSUs Weighted Average Grant Number of RSUs Date Fair Value Weighted Shares Available for Grant Number of Options Average Exercise Price Balance, December 31...

  • Page 84
    ... information regarding all stock options outstanding and exercisable as of December 31, 2013 is summarized below: Options Outstanding Weighted Average Remaining Contractual Life (in years) Options Exercisable Weighted Average Remaining Contractual Life (in years) Range of Exercise Price Number...

  • Page 85
    ... value of each option award and the ESPP on the grant date generally using the Black-Scholes option pricing model and the weighted average assumptions noted in the following table. Year Ended December 31, 2013 2014 2012 Risk-free interest rate: Stock options ESPP Expected term (in years): Stock...

  • Page 86
    ... the years ended December 31, 2013 and 2012, we recognized $0.8 million and $1.4 million, respectively, of stock-based compensation expense related to the attainment of these performance objectives. In August 2012, our Board of Directors granted 5,274,901 stock options to our CEO (2012 CEO Grant...

  • Page 87
    ... compensation, subject to any plan limitations. The purchase price of the shares on each purchase date is equal to 85% of the lower of the fair market value of our common stock on the first and last trading days of each six-month offering period. During the years ended December 31, 2014, 2013...

  • Page 88
    ...31, 2014 December 31, 2013 Deferred tax assets: Net operating loss carry-forwards Research and development credits Other tax credits Deferred revenue Inventory and warranty reserves Depreciation and amortization Stock-based compensation Convertible debt Accruals and others Total deferred tax assets...

  • Page 89
    ... the design, development, manufacturing and sales of electric vehicles and electric vehicle powertrain components. The following tables set forth total revenues and long-lived assets by geographic area (in thousands). Total Revenues 2014 Year Ended December 31, 2013 2012 United States China Norway...

  • Page 90
    ..., net, on the consolidated balance sheets under the categories of computer equipment and software and office furniture and equipment. Future minimum commitments for leases as of December 31, 2014 are as follows (in thousands): Operating Leases Capital Leases 2015 2016 2017 2018 2019 and thereafter...

  • Page 91
    ... our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2014...

  • Page 92
    ... the SEC within 120 days after the end of the fiscal year to which this report relates. I TEM 11. EXECUTIVE COMPENSATION The information required by this Item 11 of Form 10-K will be included in our 2015 Proxy Statement and is incorporated herein by reference. I TEM 12. SECURITY OWNERSHIP OF CERTAIN...

  • Page 93
    ... submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto. Exhibits. The exhibits listed in the accompanying "Index to Exhibits" are filed or incorporated by reference as part of this Annual Report on Form 10-K. 3. 92

  • Page 94
    ... between Registrant and certain holders of the Registrant's capital stock named therein Sixth Amendment to Fifth Amended and Restated Investors' Rights Agreement, dated as of May 15, 2013 among the Registrant, the Elon Musk Revocable Trust dated July 22, 2003 and certain other holders of the capital...

  • Page 95
    ...and U.S. Bank National Association. First Supplemental Indenture, dated as of May 22, 2013, by and between the Registrant and U.S. Bank National Association. Form of 1.50% Convertible Senior Note Due June 1, 2018 (included in Exhibit 4.4). Second Supplemental Indenture, dated as of March 5, 2014, by...

  • Page 96
    ... Number Exhibit Description Form File No. Incorporated by Reference Exhibit Filing Date Filed Herewith 10.7** 10.8** 10.9** 10.10** 2010 Employee Stock Purchase Plan Form of Purchase Agreement under 2010 Employee Stock Purchase Plan Offer Letter between the Registrant and Elon Musk dated...

  • Page 97
    ... Senior Note Due June 1, 2018. Indemnification Agreement, dated as of February 8-K 27, 2014, by and between the Registrant and J.P. Morgan Securities LLC. Form of Call Option Confirmation relating to 0.25% Convertible Senior Notes Due March 1, 2019. 8-K 10.2 10.1 May 22, 2013 March 5, 2014 10...

  • Page 98
    ...Number Exhibit Description Form File No. Incorporated by Reference Exhibit Filing Date Filed Herewith 10.26 Form of Call Option Confirmation relating to 1.25% Convertible Senior Notes Due March 1, 2021. 8-K 00134756 00134756 00134756 00134756 00134756 00134756 00134756 10.3 March 5, 2014...

  • Page 99
    ..., thereunto duly authorized. Tesla Motors, Inc. Date: February 26, 2015 /s/ Elon Musk Elon Musk Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the...

  • Page 100
    .... Year Ended December 31, 2013 2012 - - 2014 Ratio of earnings to fixed charges (1) - 2011 - 2010 - (1) For the purpose of calculating such ratios, "earnings" consist of income from continuing operations before income taxes plus fixed charges and "fixed charges" consist of interest expense...

  • Page 101
    ...333-188625) of Tesla Motors, Inc. of our report dated February 26, 2015 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10 K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP San Jose, California February 26...

  • Page 102
    ... information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Elon Musk Elon Musk Chief Executive Officer (Principal Executive Officer) 1 Date: February 26, 2015

  • Page 103
    ...'s Board of Directors (or persons performing the equivalent functions): (a) (b) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process...

  • Page 104
    ... Securities Exchange Act of 1934 and (ii) that the information contained in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Tesla Motors, Inc. Date: February 26, 2015 /s/ Elon Musk Elon Musk Chief Executive Officer (Principal Executive...