8937

Report of Organizational Actions
Affecting Basis of Securities

Form(December 2017)
Department of the Treasury
Internal Revenue ServicePart I

OMB No. 1545-0123

a See separate instructions.

Reporting Issuer

1 Issuer's name

2 Issuer's employer identification number (EIN)

Tesla, Inc.
3 Name of contact for additional information

4 Telephone No. of contact

91-2197729
5 Email address of contact

Zachery Jones, Associate Gen. Counsel(650) 681-5000
6 Number and street (or P.O. box if mail is not delivered to street address) of contactzajones@tesla.com
7 City, town, or post office, state, and ZIP code of contact

3500 Deer Creek Road
8 Date of action

Palo Alto, California 94304

May 16, 201910 CUSIP number
88160R101

Part II

9 Classification and description

11 Serial number(s)Common Stock
12 Ticker symbol

13 Account number(s)TSLAOrganizational Action Attach additional statements if needed. See back of form for additional questions.

14

Describe the organizational action and, if applicable, the date of the action or the date against which shareholders' ownership is measured forthe action a See attachment.

15

Describe the quantitative effect of the organizational action on the basis of the security in the hands of a U.S. taxpayer as an adjustment pershare or as a percentage of old basis a See attachment.

16

Describe the calculation of the change in basis and the data that supports the calculation, such as the market values of securities and thevaluation dates a See attachment.

For Paperwork Reduction Act Notice, see the separate Instructions.

Cat. No. 37752P

Form 8937 (12-2017)

Page 2Form 8937 (12-2017)

Part II

Organizational Action (continued)

17

List the applicable Internal Revenue Code section(s) and subsection(s) upon which the tax treatment is based a18

Can any resulting loss be recognized? a See attachment.

19Provide any other information necessary to implement the adjustment, such as the reportable tax year a See attachment.

See attachment.

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge andbelief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

SignHereSignature a

Print your name a
Print/Type preparer's name

PaidPreparer D. Ian Bristol
Use Only Firm's name a KPMG LLP

Date aPreparer's signature

Title aDate

5/16/2019

Checkif
self-employed
Firm's EIN aPTIN

P0074346613-5565207

Firm's address a 3975 Freedom Circle Drive, Suite 100 Santa Clara, CA 95054
Phone no.
(408) 367-5764
Send Form 8937 (including accompanying statements) to: Department of the Treasury, Internal Revenue Service, Ogden, UT 84201-0054

Tesla, Inc.
EIN 91-2197729
ATTACHMENT TO FORM 8937 – PART IIREPORT OF ORGANIZATIONAL ACTIONS AFFECTING BASIS OF SECURITIESCONSULT YOUR TAX ADVISOR
The information contained herein is being provided pursuant to the requirements of Section
6045B of the Internal Revenue Code of 1986, as amended (the “Code”), and includes ageneral summary regarding the application of certain U.S. federal income tax laws andregulations relating to the effects of the Acquisition (as defined below) on the tax basis ofTarget (as defined below) stock exchanged for Tesla (as defined below) stock and cash
received in the Acquisition. The information contained herein does not constitute tax advice
and does not purport to be complete or to describe the consequences that may apply toparticular categories of shareholders. Neither Tesla nor Target provides tax advice to its
shareholders. The example provided below is illustrative and is being provided pursuant toSection 6045B of the Code and as a convenience to shareholders and their tax advisers whenestablishing their specific tax position. You are urged to consult your own tax adviser
regarding the particular consequences of the Acquisition to you, including the applicability
and effect of all U.S. federal, state and local tax laws and foreign tax laws.
Form 8937, Part II, Box 14:
On May 16, 2019 (the “Closing Date”), upon the terms and subject to the conditions set forth in
the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 3, 2019,
among Tesla, Inc. (“Tesla”), Maxwell Technologies, Inc. (“Target”), and Cambria Acquisition
Corp., a wholly-owned subsidiary of Tesla (“Acquisition Sub”), and in accordance with applicablelaw, the following events occurred: Acquisition Sub merged with and into Target with Target
surviving as a wholly-owned subsidiary of Tesla, Inc. (“the Acquisition”). The Acquisition isconsidered an integrated transaction pursuant to a plan of reorganization and is treated as a taxdeferred reorganization within the meaning of IRC Section 368(a). Additional detail is available
upon request.
Form 8937, Part II, Box 15:
The shareholders of Target will have a carryover basis in the stock received (i.e., stock ofTesla) equal to the basis in the stock relinquished (i.e., stock of Target) subject to any nonqualifying consideration received. For further explanation, see Question 16. A., below.

Form 8937, Part II, Box 16:
Under IRC Section 358, the basis of Tesla stock received by Target shareholders will have the same
basis as the Target stock surrendered in the exchange, less cash received (if any), plus any gain
recognized on the exchange.
Form 8937, Part II, Box 17:
IRC Sections 354, 358, 368, 1032, and 1223
Form 8937, Part II, Box 18:
Under IRC Section 358, gain, but not loss, can be recognized.
Form 8937, Part II, Box 19:
The stock basis adjustments are generally taken into account in the tax year of the shareholder inwhich the Acquisition occurred.