Tesla Motors, Inc. – Fourth Quarter & Full Year 2013 Shareholder Letter•••••••

Record 6,892 Model S vehicles sold and delivered in Q4
World’s highest Consumer Reports customer satisfaction score of 99/100
Q4 auto gross margin of 25% with no zero emission vehicle (ZEV) credit revenue
Supercharger network built across most of USA and Northwest Europe
Net income of $46M and $0.33 EPS (non-GAAP), loss of $16M and $(0.13) EPS(GAAP) in Q4
Positive free cash flow of $40M in Q4
Expecting over 55% vehicle delivery growth in 2014 and 28% auto GM by Q4

February 19, 2014
Dear Fellow Shareholders:Last quarter, we had record deliveries of 6,892 vehicles and exceeded our target automotive gross margin of25%, achieving 25.2% on a non-GAAP basis and 25.8% on a GAAP basis. This capped a year in which wedelivered 22,477 vehicles, resulting in almost $2.5 billion in sales on a non-GAAP basis and over $2 billion insales on a GAAP basis. It is important to note that the differences between GAAP and non-GAAP are primarily
due to lease accounting for our resale value guarantee (RVG) and employee stock based compensation as aresult of the increase in our stock price last year. With 20 months since delivery of the first vehicles to customers,
Model S continues to track to an outstanding residual value, with very few cars available for resale. If current
trends continue, the average price of a used Model S should be meaningfully above our resale value guarantee.
For the year, Model S was the top selling vehicle in North America among comparably priced cars. Nonetheless,we believe there is room to improve in 2014 as we complete the Supercharger network and enable vehicle
service almost anywhere in North America. The potential in Europe and Asia is even more significant. Towards
the end of the year, we expect sales in those regions combined to be almost twice that of North America.
As volume increases, additional economies of scale will come into play, resulting in further improvements in grossmargin. We think an automotive gross margin of 28%, excluding potential ZEV credit sales, is a reasonable targetfor Q4 2014, even if a lower option take rate is assumed. Please note that Tesla is not trying to achieve theabsolute highest possible gross margin, as this would require following the industry practice of charging excessive
prices to customers in certain markets, which we believe is inconsistent with building long term loyalty.
Enhancing the Customer Experience
Model S customers are proving that owning a wellengineered electric vehicle can be a superior ownershipexperience over a gasoline-powered car. Our rapidly
growing customer base has driven Model S almost 200
million cumulative miles, and we believe that more than 80%of our customers are using their Model S as their primaryvehicle.
Our goal is to deliver the highest possible level of ownership
satisfaction in every way. For example, in Q4 we rapidly
expanded our service locations and reduced repair
turnaround time. One measure of customer satisfaction is asurvey completed after each service in which almost 90% ofcustomers rate our service at 9 or better on a 10 point

Tesla Coast-to-Coast Supercharger Rallyscale, where 10 is best and 1 is worst. We also recently made several enhancements to the Model S throughsoftware updates and added small, but important, features such as power folding mirrors and parking sensors.
Our efforts were validated in November by Consumer Reports’ owner satisfaction survey, which gave Model S ascore of 99 out of 100, the highest satisfaction score of any car in the world. The next highest score was 95.
To further enhance the driver experience, new Model S customers will now receive free data connectivity andInternet radio for four years. As an added benefit to our existing Model S customers, the free four year period
starts on January 1, 2014. To be fair to all, in rare cases a customer may be charged for extreme data use.
The ability of our customers to charge for free with our Supercharger network is another core element of the Tesla
experience. It is now possible for Model S owners to make convenient long distance trips along the west or east
coasts and from Los Angeles to New York without ever taking out their wallets. In late January, one of ourcustomers made the first Supercharged Model S trip from New York to Los Angeles in the dead of winter,oencountering temperatures as low as -22 F. He and his daughter completed the trip in just six days. Shortly
thereafter, a Tesla team completed the coast-to-coast trip using only the Supercharger network in just over 76
hours, despite encountering blizzards, road closures and a sand storm on various parts of the journey.
Expanding Tesla Globally
The first Model S deliveries to China are scheduled for this spring. We plan to make substantial investments in
China this year as we add new stores, service centers and a Supercharger network. Already, the Beijing store is
our largest and most active retail location in the world.
We strive for transparent and fair pricing in everymarket. Consistent with this goal, the price for a Model
S in China is the same as the price for a Model S in theUS, adding only unavoidable taxes, customs duties
and transportation costs. We are taking a risk with thisstrategy, because it is counter to prevailing auto
industry practices. Still, we believe it is the right thing
to do. It also means that in China the Model S is priced
comparable to a mid-sized premium vehicle, instead ofa large luxury vehicle.

A Model S Test Drive in China

In Germany and other European markets, we recently
announced new, highly competitive leasing andfinancing options in collaboration with our growing
team of global financial partners.

Expansion into the right hand drive markets such as the United Kingdom, Japan, Hong Kong and Australia will
occur gradually over the year starting this spring.
Quarterly Results
As usual, this letter includes both GAAP and non-GAAP financial information, because we consider non-GAAP
information in our planning and management processes. Non-GAAP financials exclude stock-based
compensation and non-cash interest expense, and add back the deferred revenue and related costs for cars soldwith an RVG. Obtaining financing via our bank partners and getting an RVG from us continues to remain popularwith our U.S. customers, as we delivered 1,667 cars with an RVG in Q4.
For the quarter, non-GAAP revenue was $761 million, up 26% from Q3. GAAP revenue for Q4 was $615 million,up 43% from Q3. We produced more cars than originally expected in the quarter, aided by manufacturing, designand quality improvements, but also strong efforts from our supply chain. Both Toyota and Daimler powertrain
programs remain on plan and contributed $13 million of revenue in the quarter. Q4 sales also included $15
million of regulatory credits revenue, but no zero emission vehicle (ZEV) credit sales.
During Q4, we achieved non-GAAP automotive gross margin of 25.2% and 25.8% on a GAAP basis. We did thisby reducing vehicle cost, primarily through component cost reductions as well as increased manufacturing andsupply chain efficiency. Average pricing also remained strong due to a richer mix of 85 kWh cars and a highoption take rate.
Research and development (R&D) expenses were $58 million non-GAAP and $68 million on a GAAP basis. NonGAAP R&D was up 21% from Q3, as engineering work accelerated on Model X and efforts continued for theadaptation of Model S in international markets.
Selling, general and administrative (SG&A) expenses were $87 million non-GAAP and $101 million on a GAAPbasis. Much of the 30% sequential increase in non-GAAP SG&A was driven by the expansion of our customer
infrastructure.
Q4 non-GAAP net income was $46 million, or $0.33 pershare, while Q4 GAAP net loss was $16 million or $(0.13)
per share. Both results include a $4.6 million net gain, or$0.03 per share from a favorable foreign currency impact.
Cash on hand increased to $846 million as of December
31, 2013, as we generated $130 million of operating cash
flow and $40 million of positive free cash flow (cash flowfrom operations less capital expenditures) in the quarter.

2014 Outlook

Model S Conquers the Cold

We expect to deliver over 35,000 Model S vehicles in 2014, representing a 55+% increase over 2013. Production
is expected to increase from 600 cars/week presently to about 1,000 cars/week by end of the year as we expand
our factory capacity and address supplier bottlenecks. Battery cell supply will continue to constrain our productionin the first half of the year, but will improve significantly in the second half of 2014.
First quarter production is expected to be about 7,400 vehicles, which is significantly higher than the prior quarter
production of 6,587 cars. However, as the number of cars in transit to Europe and Asia must grow substantially tosupport those markets, we plan to deliver approximately 6,400 vehicles in Q1. Deliveries will grow dramatically infuture quarters as the logistics pipeline fills.
This year, we expect automotive gross margin to increase to about 28% (non-GAAP and GAAP) in Q4 through a seriesof small design improvements, better supplier prices and economies of scale. Q1 gross margin should increase veryslightly from Q4. For the remainder of the year, gross margin should improve at a faster pace.
Operating expenses and capital expenditures will increase significantly in 2014, as we plan to invest in the long term
growth of Tesla. We plan to expand production capacity for Model S and Model X, invest in our store, service andSupercharger infrastructure, complete the development of Model X and start early design work on our third generationcar.
In Q1, operating expenses are expected to grow roughly 15%. R&D expenses will increase as design and engineering
work accelerates on Model X. We expect to have production design Model X prototypes on the road by end of year andbegin volume deliveries to customers in the spring of 2015. SG&A spending will grow as we expand globally our retailpresence and add more Superchargers.

Very shortly, we will be ready to share more information about the Tesla Gigafactory. This will allow us to achieve amajor reduction in the cost of our battery packs and accelerate the pace of battery innovation. Working in partnershipwith our suppliers, we plan to integrate precursor material, cell, module and pack production into one facility. With thisfacility, we feel highly confident of being able to create a compelling and affordable electric car in approximately threeyears. This will also allow us to address the solar power industry’s need for a massive volume of stationary batterypacks.
Looking forward to a very exciting 2014!

Elon Musk, Chairman & CEO

Deepak Ahuja, Chief Financial Officer	  Webcast Information
Tesla will provide a live webcast of its fourth quarter and full year 2013 financial results conference call beginning at 2:30 p.m.
PT on February 19, 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 nonGAAP 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 1.5% convertible senior notes as well as one-time
expenses associated with the early repayment of the Department of Energy Loan. Non-GAAP financial measures also
exclude the impact of lease accounting on Model S related revenues and cost of revenues, as this perspective is useful inunderstanding the underlying cash flow activity and timing of vehicle deliveries. Management believes that it is useful tosupplement its GAAP financial statements with this non-GAAP information because management uses such informationinternally 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 read in 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 “2014 Outlook” section of this Shareholder Letter;statements regarding profitability and free cash and cost reduction efforts; statements relating to the progress Tesla is making
with respect to product development (including Model X and our third generation car), China and right hand drive market
launch expectations, schedule for the introduction of future options and variants, quality improvements, delivery and volume
expectations of Model S; the ability to achieve vehicle demand, volume, production, revenue, gross margin, spending,profitability and cash flow targets; future store, service center and Tesla Supercharger expected costs, openings andexpansion plans and Tesla Gigafactory plans and expectations are “forward-looking statements” that are subject to risks anduncertainties. These forward-looking 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 successdepends on its ability to design and achieve market acceptance of Model S and other new vehicle models, specifically ModelX; the risk of delays in the manufacture, production and delivery ramp of Model S vehicles; the ability of suppliers to meet
quality and part delivery expectations at increasing volumes; Tesla’s ability to continue to reduce or control manufacutring andother costs; consumers’ willingness to adopt electric vehicles; competition in the automotive market generally and thealternative 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 ofgovernmental and economic incentives for electric vehicles; Tesla’s ability to establish, maintain and strengthen its
relationships with strategic partners such as Daimler, Toyota and Panasonic; 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 theCompany’s financial results is included from time to time in Tesla’s Securities and Exchange Commission filings and reports,
including the risks identified under the section captioned “Risk Factors” in our quarterly report on Form 10-Q filed with the SEC
on November 8, 2013. 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
VP Investor Relations – Tesla Motors
ir@teslamotors.com

Press Contact:
Liz Jarvis-Shean
Communications – Tesla Motors
ejs@teslamotors.com