Tesla Motors – Third Quarter 2014 Shareholder Letter
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Highest ever quarterly deliveries at 7,785 vehicles, despite factory shutdown in July
Highest ever peak deliveries in a single day of 907 vehicles
Majority of Q3 deliveries in North America; 65% increase in NA Sept 14/Sept 13
Dual Motor and Autopilot introductions further accelerate Model S demand
Model S orders and deliveries alone expected to increase by 50% in 2015
Reducing number of Model S options to ramp production fasterNovember 5, 2014
Dear Fellow Shareholders:Over the past quarter, despite losing almost a month of production due to factory retooling, we delivered the highest number of Model
S vehicles ever, with several new records set in North America and worldwide. We also substantially broadened the appeal of theModel S by introducing Dual Motor all-wheel drive and Autopilot. Based on net orders since that introduction, excluding theextraordinary initial demand peak, we are confident of a 50% increase in both net orders and deliveries for Model S alone in 2015.
Our focus will be on scaling up Model S production over the coming year, so no major platform changes to the hardware are plannedin the near term. There will, however, be several significant over-the-air software releases – at no cost to owners – that provide addedfunctionality to the Model S fleet.

Product and Market Initiatives
The Model S is the world’s first production car with Dual Motor electric drive. By having two electric drive units, torque can be adjusted
at the millisecond level digitally and independently to the front and rear wheels, thus providing unparalleled performance and traction
control. This is a fundamental improvement in traction control relative to a gasoline car, which has inherently high powertrain latency
and a mechanical shaft connecting the front and rear wheels that is incapable of reacting intelligently to all road conditions. The dual
Model S drive units are also able to act independently, providing powertrain redundancy if one fails.
The performance version of the Dual Motor Model S is now the world’s fastest accelerating four-door production car of all time, with a
0 to 60 mph time of 3.2 seconds, matching the legendary McLaren F1, which has two doors. Model S seats up to seven people, plus
luggage. Independent testing by Motor Trend achieved an even better 0 to 60 mph time of 3.1 seconds.
We also recently introduced new standard safety features and components of our Autopilot system. Every Model S coming out of thefactory (single and Dual Motor) now has the hardware installed for these features. Lane departure warning and speed limit alert,
which you can turn off, are now standard safety features included on every new Model S. Automatic cruise control, highway steeringand emergency braking will be enabled in the coming
months via a remote software update.
We also continue to improve Model S in response tocustomer feedback. Recent enhancements include
significantly more comfortable seats, larger sun visors with
better mirrors and less strident warning labels, wideropening rear doors, a self-closing charge port door, location
based air suspension adjustments and generally improved
fit and finish. In Q3, we pushed Software version 6.0 to theentire Model S fleet, enabling a host of enhancements andnew features, including real time traffic based navigation
and a new calendar application that allows the car to adapt
to the owner.
In partnership with several financial institutions globally, we
are also making Model S more affordable, by introducing

Sensor Map of Safety Features & Autopilot Systemvery compelling consumer leasing in most of the United States and expanding our popular Resale Value Guarantee (RVG) program
into several European countries. This enables us to offer lower
monthly payments without negatively affecting gross margin.
Around the world, the appeal of Model S continues to spread. Today
we announced that Model S has achieved a Euro NCAP (New Car
Assessment Program) 5-star safety rating, validating our continuingcommitment to vehicle safety. We recently introduced Model S to
Hong Kong and Japan and plan to start deliveries in Australia by year
end. Our recently opened Shenzhen location in China is already oneof our highest grossing stores worldwide. We also recently energizedthnd
our 124 Supercharger in the United States and our 82 Supercharger
in Europe. In China we have installed 23 Supercharging locations in
10 cities and several destination-charging stations at prominent hotels,
malls and commercial buildings. Our customers have driven 49 million
miles for free using our global network of Supercharger stations.

First Model S Deliveries to Japan
Increasing Capacity To Meet Demand
To accommodate accelerating Model S demand and prepare for the rapidly growing order book of Model X reservations, we areinvesting to increase production to more than 2,000 vehicles per week by the end of 2015. We began this process with a production
shutdown this summer to transition to our new, higher volume final assembly line and expand our Model S body center. The ramp to
our target production rate took longer than expected due to system integration challenges, reducing our production by almost 2,000
vehicles. Being unable to increase production fast enough, not lack of demand, is a fair criticism of Tesla. That said, we expect ourannual production will increase by over 50% in 2014, again in 2015 and probably for several years to follow. This is unusual in the car
industry.
In contrast to Q3, actions to further increase capacity have been designed to be less disruptive, thus enabling us to increase output at
a steadier and more predictable pace. For example, our Model X body center will initially be independent from our Model S body
center, allowing us to start building Model X bodies without impacting Model S production. We have started to upgrade our second
paint shop with state of the art paint application technology and a level of automation that will also have the capacity to cover Model 3
needs.
Future capacity investments extend to the Gigafactory where we have already started to pour concrete for the foundation. A modular
build strategy is enabling us to scale construction, capital requirements and capacity commensurate with growing demand. Together
with Panasonic we are making good progress toward first cell production in 2016, slightly earlier than originally scheduled. Starting
operations earlier will reduce ramp-up risks for Model 3 and provide some potential expansion capacity for Model S and Model X.

Q3 Results
As usual, this letter includes non-GAAP financial information because we plan and manage our business using such information. Our
non-GAAP financial information excludes non-cash stock-based compensation and interest expense, and includes deferred revenue
and related costs for cars sold with a Resale Value Guarantee or similar buy-back program where we receive cash upon delivery.
This quarter we delivered 7,785 Model S vehicles. Non-GAAP revenue was $932 million for the quarter, up 55% from a year ago,
while GAAP revenue was $852 million. Compared to Q2, the average selling price of Model S declined slightly due to the stronger
dollar. Automotive revenue for Q3 included $31 million of powertrain sales primarily to Daimler for the Mercedes-Benz B ClassElectric Drive. It also included $93 million of regulatory credits, including $76 million of Zero Emission Vehicle (ZEV) credits. ZEV
credit revenue was much higher than expected as we closed additional contracts with several OEMs.

We directly leased 347 vehicles in Q3 tocustomers in the United States. For cars leased
by Tesla, we make no GAAP to non-GAAP
adjustments because the timing of cash payments
received over the lease term is consistent with thetiming of GAAP revenue recognition.
Supplemental tables below disclose the $34
million of aggregate sales value related to theseleased vehicles.
Our Q3 non-GAAP automotive gross margin was
23.0%, and 22.6% on a GAAP basis, both
excluding ZEV credits. Our gross margin
excluding ZEV credits would have increasedslightly from Q2, but a few mostly one-time items
negatively impacted our Q3 gross margin. For
cars delivered prior to Q3, we booked a reserve ofGigafactory Construction - Nevada$14 million primarily to reflect our revised
assessment of the costs of our 8 year powertrain warranty. We also incurred one-time manufacturing inefficiencies associated withthe transition to the new final assembly line, and international revenue was slightly pressured by the strong U.S. dollar. These onetime events impacted gross margin by about 400 bps.
Research and development (R&D) expenses were $119 million on a non-GAAP basis and $136 million on a GAAP basis. Non-GAAPR&D expenses were up 28% from Q2 due to engineering efforts on Dual Motor drive, Autopilot system and Model X.
Selling, general and administrative (SG&A) expenses were $138 million on a non-GAAP basis and $155 million on a GAAP basis.
The 18% sequential increase in non-GAAP SG&A expenses was driven by our rapid global growth and by the expansion of ourcustomer support infrastructure.
Cash at quarter end, including cash equivalents, decreased $304 million to $2.4 billion. Operating cash outflows were $28 million, andimpacted by using $35 million to fund our leasing program and a $60 million increase in receivables. During the quarter we invested$284 million in capital expenditures.
Q3 non-GAAP net income was $3 million, or $0.02 per share based on 142.7 million diluted shares, while Q3 GAAP net loss was $75
million or $(0.60) per share, consistent with our guidance even with the additional one-time items.

Outlook
Production for the full year is expected to be about 35,000 cars, despite entering Q4 with a deficit in production of 2,000 units from Q3.
However, the loss of these cars in Q3 means fewer available to deliver in Q4 and our ability to ramp up production in Q4 is constrainedby the complexity of launches related to dual motor and autopilot hardware. Consequently, we expect to deliver approximately 33,000
vehicles for 2014. This is 50% above 2013 deliveries, but 5% to 7% below prior estimates for 2014. Previous projections for 2015 areunaffected.
One of the significant actions we intend to take in order to reduce manufacturing complexity is to simplify our product offering by
reducing the number of options and powertrain combinations. This will enhance our ability to scale production in 2015.
We expect to lease about 3,000 to 3,500 cars in North America during Q4. A large portion of these leases will be financed through our
new bank partner leasing program. Similar to the accounting for our RVG program vehicles, for GAAP purposes, revenue on vehicles
leased via our banking partners will be deferred and recognized over the lease term, but added back to non-GAAP revenue because
we receive all of the cash up front on these leases.

We expect non-GAAP automotive gross margin to exceed 28%
in late Q4, excluding ZEV credits, as manufacturing efficiencies
and part costs continue to improve. Factors weighing on theautomotive gross margin for the full quarter include delivery ofvehicles built in Q3 with lower manufacturing efficiency andslightly lower average selling prices from weaker European
currencies. Model S gross margin itself is generally higher thanautomotive gross margin, which is moderately suppressed dueto the significantly lower gross margin on powertrain
sales. ZEV credit revenue in Q4 is expected to be quite
minimal based on our existing arrangements.

Model S/Model X Final Assembly Line – Fremont

Q4 non-GAAP operating expenses are expected to growsequentially by just under 10% for R&D and SG&A as we wind
down Dual Motor development. We expect to earn $0.30 to$0.35 per share in Q4, on a non-GAAP basis. Based on ourcurrent stock price, we project between 143 million and 145
million diluted shares outstanding in Q4.

Work continues on the finalization of Model X with the testing of Alpha prototypes and initial builds of the first Beta prototypes. Model
X powertrain development is almost complete with the early introduction of Dual Motor drive on Model S. We recently decided to build
in significantly more validation testing time to achieve the best Model X possible. This will also allow for a more rapid production ramp
compared to Model S in 2012.
In anticipation of this effort, we now expect Model X deliveries to start in Q3 of 2015, a few months later than previously expected.
This also is a legitimate criticism of Tesla – we prefer to forgo revenue, rather than bring a product to market that does not delightcustomers. Doing so negatively affects the short term, but positively affects the long term. There are many other companies that do
not follow this philosophy that may be a more attractive home for investor capital. Tesla is not going to change.
We plan to spend about $350 million in capital expenditures in Q4 as we continue to invest in even more production capacity,
accelerate the pace of Gigafactory construction, and continue vehicle development and our global expansion.
As in the past, we plan to provide 2015 financial guidance in our Q4 Shareholder Letter. 2015 should be another exciting year for
Tesla, with accelerating revenue growth and expanding margins.

Elon Musk, Chairman & CEO

Deepak Ahuja, Chief Financial OfficerWebcast Information

Tesla will provide a live webcast of its third quarter 2014 financial results conference call beginning at 2:30 p.m. PT on November 5,
2014, at ir.teslamotors.com. This webcast will also be available for replay for approximately one year thereafter.
Non-GAAP Financial Information
Consolidated financial information has been presented in accordance with GAAP as well as on a non-GAAP basis. On a non-GAAP
basis, financial measures exclude non-cash items such as stock-based compensation, the change in fair value related to Tesla’s
warrant liability, non-cash interest expense related to Tesla's convertible senior notes as well as one-time expenses associated with theearly repayment of the Department of Energy Loan. Non-GAAP financial measures also exclude the impact of lease accounting on
related revenues and cost of revenues associated with Model S deliveries with the resale value guarantee and similar buy-back terms,
as this perspective is useful in understanding the underlying cash flow activity and timing of vehicle deliveries. Management believes
that it is useful to supplement its GAAP financial statements with this non-GAAP information because management uses suchinformation internally for its operating, budgeting and financial planning purposes. These non-GAAP financial measures also facilitate
management’s internal comparisons to Tesla’s historical performance as well as comparisons to the operating results of othercompanies. Non-GAAP information is not prepared under a comprehensive set of accounting rules and therefore, should only be readin conjunction with financial information reported under U.S. GAAP when understanding Tesla's operating performance. A
reconciliation between GAAP and non-GAAP financial information is provided below.

Forward-Looking Statements
Certain statements in this shareholder letter, including statements in the “Outlook” section; statements regarding gross margin
expansion, and profitability, statements relating to the progress Tesla is making with respect to product development, including future
Autopilot features, vehicle firmware updates and Model X development and launch plans; the timing,pace of production andinternational delivery expansion for Model S, including the production volume, rate, and ramp expectation of our new production lines;
growth in demand and orders for Model S and Model X; the ability to achieve vehicle demand, volume, production, delivery, revenue,leasing, gross margin, spending, and profitability targets; and Tesla Gigafactory timing, , partnerships, plans and output expectations,
including those related to cell production , are “forward-looking statements” that are subject to risks and uncertainties. These forwardlooking statements are based on management’s current expectations, and as a result of certain risks and uncertainties, actual results
may differ materially from those projected. The following important factors, without limitation, could cause actual results to differ
materially from those in the forward-looking statements: Tesla’s future success depends on its ability to design and achieve market
acceptance of Model S and its variants, as well as new vehicle models, specifically Model X and Model 3; the risk of delays in the
manufacture, production and delivery of Model S vehicles, including Dual Motor Model S, or the development, production and deliveryof Model X and Model 3 vehicles; the ability of suppliers to meet quality and part delivery expectations at increasing volumes; any
failures by Tesla vehicles to perform as expected or if product recalls occur; Tesla’s ability to continue to reduce or control
manufacturing and other costs; consumers’ willingness to adopt electric vehicles; competition in the automotive market generally andthe alternative fuel vehicle market in particular; Tesla’s ability to establish, maintain and strengthen the Tesla brand; Tesla’s ability to
manage future growth effectively as we rapidly grow, especially internationally; the unavailability, reduction or elimination of government
and economic incentives for electric vehicles; Tesla’s ability to establish, maintain and strengthen its relationships with strategic
partners such as Panasonic; potential difficulties in finalizing, performing and realizing potential benefits under definitive agreements forthe first Tesla Gigafactory site, obtaining permits and incentives, negotiating terms with technology, materials and other partners for
Gigafactory, and maintaining Gigafactory implementation schedules, output and costs estimates; and Tesla’s ability to execute on its
retail strategy and for new store, service center and Tesla Supercharger openings. More information on potential factors that could
affect our financial results is included from time to time in our Securities and Exchange Commission filings and reports, including therisks identified under the section captioned “Risk Factors” in our quarterly report on Form 10-Q filed with the SEC on August 8, 2014.
Tesla disclaims any obligation to update information contained in these forward-looking statements whether as a result of new
information, future events, or otherwise..

Investor Relations Contact:
Jeff Evanson
Investor Relations – Tesla
ir@teslamotors.com

Press Contact:
Liz Jarvis-Shean
Communications – Teslapress@teslamotors.com

Tesla Motors, Inc.
Condensed Consolidated Statements of Operations(Unaudited)(In thousands, except per share data)

Sep 30,2014
Revenues
Automotive sales (1A)
Development services
Total revenues
Cost of revenues
Automotive sales (1B)
Development services
Total cost of revenues (2)Gross profit
Operating expenses
Research and development (2)Selling, general and administrative (2)Total operating expenses
Loss from operations
Interest income
Interest expense
Other income (expense), net (3)Loss before income taxes
Provision for income taxes
Net loss
Net loss per common share, basic and diluted$

Three Months Ended
June 30,
2014

849,009
2,795
851,804$

768,242
1,107
769,349

Nine Months Ended
Sep 30,
Sep 30,2014
2013

Sep 30,2013$

430,196
1,150
431,346$

2,236,062
5,633
2,241,695$

1,386,934
11,343
1,398,277

598,472
1,481
599,953
251,851

554,104
2,250
556,354
212,995

324,883
3,595
328,478
102,868

1,615,047
6,674
1,621,721
619,974

1,090,300
8,304
1,098,604
299,673$

135,873
155,107
290,980(39,129)300(29,062)(3,090)(70,981)
3,727(74,708)$

107,717
134,031
241,748(28,753)467(31,238)(1,228)(60,752)
1,150(61,902)$56,351
77,071
133,422(30,554)
68(6,492)(740)(37,718)
778(38,496)$

325,135
406,690731,825(111,851)
907(72,183)2,401(180,726)
5,685(186,411)$

163,523
184,080
347,603(47,930)
97(26,705)
18,018(56,520)
1,230(57,750)$(0.60)$(0.50)$(0.32)$(1.50)$

Shares used in per share calculation, basic and diluted

124,911

124,250

121,862

124,217(0.49)
118,282

Notes:(1) Due to the application of lease accounting for Model S vehicles with the resale value guarantee or similar buy-back terms, the following is supplemental information forthe periods presented:(A) Net increase in deferred revenue and other long-term liabilities
as a result of lease accounting and therefore not recognized in
automotive sales$

80,544$

88,162$

171,229$

261,212$

318,041(B) Net increase in operating lease vehicles as a result of leaseaccounting and therefore not recognized in automotive cost of
sales

$

63,981$68,752$

138,839$

202,476$

262,758

$

3,017
8,707
9,715
21,439$12,40145,00654,572111,979$

5,616
24,91625,03455,566

Under lease accounting, warranty costs are expensed as incurred instead of accrued at the time of sale.
(2) Includes stock-based compensation expense of the following for the periods presented:
Cost of revenues
Research and development
Selling, general and administrative
Total stock-based compensation expense

$

$

5,383
16,63917,13639,158$$

3,912
14,822
17,04935,783$$$(3) Other income, net, for the nine months ended September 30, 2013 includes the gain from the elimination of the $10.7 million Department of Energy (DoE) common
stock warrant liability.

Tesla Motors, Inc.
Condensed Consolidated Balance Sheets(Unaudited)(In thousands)
Sep 30,2014
AssetsCash and cash equivalents
Restricted cash and marketable securities - current
Accounts receivable
Inventory
Prepaid expenses and other current assets
Operating lease vehicles, net (1)Property and equipment, net
Restricted cash - noncurrent
Other assets
Total assets
Liabilities and Stockholders' Equity
Accounts payable and accrued liabilities
Deferred revenue (2)Customer deposits
Capital lease obligations
Long-term debt
Other long-term liabilities (3)Total liabilities
Mezzanine equity (4)Stockholders' equity
Total liabilities and stockholders' equity

$

$

$

$

Dec 31,2013

2,370,735
17,331
156,889
752,492
65,467
617,743
1,404,326
9,090
43,4605,437,533$

843,933
415,891
227,056
22,3982,384,261
523,739
4,417,278
62,161
958,094
5,437,533$$$

845,889
3,012
49,109340,355
27,574382,425
738,494
6,435
23,6372,416,930

412,221273,062
163,153
20,577586,301
294,495
1,749,809
667,1212,416,930

Notes:(1) Includes the following increase in operating lease vehicles related to deliveries of Model S and subject to lease accounting, net of
depreciation recognized in automotive cost of sales, for the following periods:
Resale value guarantee program (and other vehicles with similar buy-back terms)
Beginning balanceFirst quarter
Second quarter
Third quarter
Fourth quarter
Ending balance
Model S leasing program
Beginning balanceFirst quarter
Second quarter
Third quarter
Fourth quarter
Ending balance$

376,979
69,74368,752
63,981$

123,919
138,839
114,221$579,455$

376,979$

11,21423,824$35,038(2) Includes the following increase in deferred revenue related to deliveries of Model S with the resale value guarantee or similar buy-backterms and subject to lease accounting, net of revenue amortized to automotive sales, for the following periods:

Beginning balanceFirst quarter
Second quarter
Third quarter
Fourth quarter$

227,868
38,18833,58627,993$74,45584,577
68,836

Ending balance$

327,635$

227,868(3) Includes the following increase in other long-term liabilities related to deliveries of Model S with the resale value guarantee or similar buyback terms and subject to lease accounting for the following periods:
Beginning balanceFirst quarter
Second quarter
Third quarter
Fourth quarter$

236,298
54,31854,57552,551$

72,35786,65277,289Ending balance$

397,742$

236,298(4) Our common stock price exceeded the conversion threshold price of our convertible senior notes due 2018 (2018 Notes) issued in May
2013; therefore, the 2018 Notes are convertible at the holder’s option during the fourth quarter of 2014. As such, the carrying value ofthe 2018 Notes was classified as a current liability as of September 30, 2014 and the difference between the principal amount and thecarrying value of the 2018 Notes was reflected as convertible debt in mezzanine equity on our condensed consolidated balance sheet
as of September 30, 2014.

Tesla Motors, Inc.
Supplemental Consolidated Financial Information(Unaudited)(In thousands)

Sep 30,2014
Selected Cash Flow Information
Cash flows provided by (used in) operating activities (1)Cash flows provided by (used in) investing activities
Cash flows provided by financing activities
Other Selected Financial Information
Cash flows provided by (used in) operating activities (1)Capital expenditures
Free cash flow (cash flow from operations plus capital
expenditures) (1)Depreciation and amortization

Three Months Ended
June 30,
2014$(27,996)(291,643)
33,755$(1,662)2,610
281,491$

102,033(77,501)
24,216$29,065(618,213)
2,131,805$

130,817(159,912)
624,906$(27,996)(284,175)$(1,662)(175,685)$

102,033(76,548)$

29,065(601,224)$

130,817(174,790)$(312,171)$(177,347)$

25,485$(572,159)$(43,973)$

64,972$54,715$28,449$163,955$

68,498

Sep 30,2014
Cash and Investments
Cash and cash equivalents
Restricted cash and marketable securities - current
Restricted cash - noncurrent

Nine Months Ended
Sep 30,
Sep 30,2014
2013

Sep 30,2013$

2,370,735
17,331
9,090

June 30,
2014$

2,674,910
11,714
7,247

Sep 30,2013$

795,116
1,265
8,110

(1) During the three months ended June 30, 2014, we began separately presenting the effect of exchange rate changes on our cash and cash
equivalents in our condensed consolidated statement of cash flows due to our growing operations in foreign currency environments.
Prior period amounts have been reclassified to conform to the current period presentation.

Supplemental Model S Leasing Program Information(in thousands, except for vehicle deliveries)

Vehicles delivered
Average per unit price of vehicles delivered
Aggregate value of vehicles delivered (1)$$Leasing revenue recognized for current period deliveries$

Three Months Ended
Sep 30,June 30,
2014
2014
347
158
99 $
102
34,490 $16,046
1,117

$

170

(1) Aggregate value is the product of multiplying vehicles delivered by the average per unit price of vehicles delivered

Nine Months
Ended
Sep 30,
2014
505
$
100
$
50,536$1,287

Tesla Motors, Inc.
Reconciliation of GAAP to Non-GAAP Financial Information(Unaudited)(In thousands, except per share data)

Sep 30,2014
Net loss (GAAP)
Stock-based compensation expense
Change in fair value of warrant liability
Non-cash interest expense related to convertible notes$(74,708)
39,158-$22,160(13,390)

Early extinguishment of DoE loans
Net income (loss) (Non-GAAP) including lease accounting
Model S gross profit deferred due to lease accounting (1)(2)
Net income (Non-GAAP)$Net loss per share, basic (GAAP)
Stock-based compensation expense
Change in fair value of warrant liability
Non-cash interest expense related to convertible notes$

16,5643,174(0.60)
0.31-$

Shares used in per share calculation, basic (GAAP and Non-GAAP)

0.13
0.02

$
$

$

Net income per share, diluted (Non-GAAP)
Shares used in per share calculation, diluted (Non-GAAP)$(0.52)
0.27
0.15(0.10)
0.12
0.02
142,747$

18,607
16,127(0.50)
0.29
-

$

0.15
0.13

$
$

$

(0.44)
0.25
0.17(0.02)
0.13
0.11
140,948(38,496)
21,439-$28,732
15,935(0.32)
0.18
-

$

0.24
0.13

$
$

$

(0.28)
0.16
0.03(0.09)
0.21
0.12
137,131$56,55536,315(1.50)
0.90
-

$

0.46
0.30

$
$

$

(1.32)
0.79
0.39(0.14)
0.40
0.26
141,406

48,082
57,643(0.49)
0.47(0.09)
0.05
0.14

$

124,217$(57,750)
55,566(10,692)
6,051
16,386
9,561

0.44
-

121,862$(186,411)
111,979
54,192(20,240)0.03-

124,250$

Nine Months Ended
Sep 30,
Sep 30,2014
2013

Sep 30,2013

4,260(12,797)0.19-

124,911Net loss per share, diluted (GAAP)
Stock-based compensation expense
Change in fair value of warrant liability
Non-cash interest expense related to convertible notes
Early extinguishment of DoE loans
Net income (loss) (Non-GAAP) including lease accounting
Model S gross profit deferred due to lease accounting (1)(2)(61,902)35,78323,639(2,480)0.18-

Early extinguishment of DoE loans
Model S gross profit deferred due to lease accounting (1)(2)
Net income per share, basic (Non-GAAP)

Three Months Ended
June 30,
2014

0.41
0.49
118,282$$(0.44)
0.42(0.08)
0.05
0.12
0.07
0.36
0.44
131,878(1) Under GAAP, warranty costs are expensed as incurred for Model S vehicle deliveries with the resale value guarantee or similar buy-back terms and subject to lease accounting. For
Non-GAAP purposes, an estimated incremental warranty reserve of $3.6 million, $3.4 million, $5.0 million is included for the three months ended September 30, 2014, June 30, 2014,
September 30, 2013, respectively. For the nine months ended September 30, 2014 and 2013, an estimated incremental warranty reserve of $9.1 million and $9.0 million is included,
respectively. Additionally, stock-based compensation of $1.0 million, $0.7 million and $1.3 million is excluded for non-GAAP purposes for the three months ended September 30, 2014,
June 30, 2014 and September 30, 2013, respectively. For the nine months ended September 30, 2014 and 2013, stock-based compensation of $2.4 million and $1.8 million is excluded,
respectively.

(2) Includes deliveries of Model S with the resale value guarantee or similar buy-back terms and not deliveries under the Model S leasing program.

Tesla Motors, Inc.
Reconciliation of GAAP to Non-GAAP Financial Information(Unaudited)(In thousands, except per share data)

Sep 30,2014
Revenues (GAAP)
Model S revenue deferred due to lease accounting (2)Revenues (Non-GAAP)$

Gross profit (GAAP)
Model S gross profit deferred due to lease accounting (1)(2)
Stock-based compensation expense
Gross profit (Non-GAAP)

Three Months Ended
June 30,
2014$$

851,804
80,544
932,348$

251,851$

16,564
5,383
273,798

Research and development expenses (GAAP)
Stock-based compensation expense
Research and development expenses (Non-GAAP)$

Selling, general and administrative expenses (GAAP)
Stock-based compensation expense
Selling, general and administrative expenses (Non-GAAP)

$

$

$

$

$

769,349
88,162857,511$

212,995$

18,607
3,912
235,514

135,873(16,639)
119,234$

155,107(17,136)
137,971$$$

Nine Months Ended
Sep 30,
Sep 30,2014
2013

Sep 30,2013$$

431,346
171,229
602,575$

102,868$

28,732
3,017
134,617

107,717(14,822)
92,895$134,031(17,049)
116,982

$

$

$

$

$

2,241,695
261,2122,502,907$

1,398,277
318,041
1,716,318$

619,974$

299,673$

56,555
12,401
688,930$

48,082
5,616
353,371

56,351(8,707)47,644$

77,071(9,715)67,356$$$

325,135(45,006)
280,129$

406,690(54,572)
352,118$$$

163,523(24,916)
138,607
184,080(25,034)
159,046(1) Under GAAP, warranty costs are expensed as incurred for Model S vehicle deliveries with the resale value guarantee or similar buy-back terms and subject to lease accounting. For
Non-GAAP purposes, an estimated incremental warranty reserve of $3.6 million, $3.4 million, $5.0 million is included for the three months ended September 30, 2014, June 30, 2014,
September 30, 2013, respectively. For the nine months ended September 30, 2014 and 2013, an estimated incremental warranty reserve of $9.1 million and $9.0 million is included,
respectively. Additionally, stock-based compensation of $1.0 million, $0.7 million and $1.3 million is excluded for non-GAAP purposes for the three months ended September 30, 2014,
June 30, 2014 and September 30, 2013, respectively. For the nine months ended September 30, 2014 and 2013, stock-based compensation of $2.4 million and $1.8 million is excluded,
respectively.

(2) Includes deliveries of Model S with the resale value guarantee or similar buy-back terms and not deliveries under the Model S leasing program.