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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q

Amendment No. 1





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2014

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
 to

Commission File Number: 001-35758





SolarCity
Corporation

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 02-0781046                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. employer
Identification No.)
|                                                               | 
|3055 Clearview Way
San Mateo, California                       |  | 94402                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(650) 638-1028

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |   |  |  |  |                           |  |  
|----------------------- |  | - |  |  |  | ------------------------- |  | -
|Large accelerated filer |  | x |  |  |  | Accelerated filer         |  |  ̈
|                        |  |   |  | 
|Non-accelerated filer   |  |  ̈ |  |  |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

The number of shares outstanding of the registrants common stock as of April 30, 2014 was 92,100,623.









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TABLE OF CONTENTS



|                       |  |                             |  |  |  |      |   | 
|---------------------- |  | --------------------------- |  |  |  | ---- | - | 
|                       |  |                             |  |  |  | Page |  
|                       |  | PART II  OTHER INFORMATION |  |  |  |      |   | 
|Item 6.       Exhibits |  |                             |  |  |  |      | 4 | 



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Explanatory Note

This Amendment No. 1 (Amendment) on Form 10-Q/A amends the quarterly report on Form 10-Q of SolarCity Corporation (the
Company) for the period ended March 31, 2014, as filed with the Securities and Exchange Commission (the Commission) on May 7, 2014 (the Form 10-K).

This Amendment is an exhibit-only filing solely for the purpose of filing revised Exhibits 10.14 and 10.14a in connection with the conclusion
of the confidential treatment process. No revisions are being made to the Companys financial statements and this Amendment does not reflect events occurring after the filing of the Form 10-Q, or modify or update those disclosures that may be
affected by subsequent events, and no other changes are being made to any other disclosure contained in the Form 10-Q.



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ITEM 6. EXHIBITS

The documents listed in the Exhibit Index of this quarterly report on Form 10-Q are incorporated by reference or are filed with this quarterly
report on Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).



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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

Date: October 10, 2014



|                      |  |                        
|--------------------- |  | -----------------------
|SOLARCITY CORPORATION
|                      | 
|By:                   |  | /s/ LYNDON R. RIVE     
|                      |  | Lyndon R. Rive         
|                      |  | Chief Executive Officer



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EXHIBIT INDEX



|               |  |                                                                                                                                                                                                                                          |  |      |      |  |          |  |           |                           |  |  |                     |  |  |  |             | 
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ---- |  | -------- |  | --------- | ------------------------- |  |  | ------------------- |  |  |  | ----------- | 
|Exhibit
Number |  | Exhibit Description                                                                                                                                                                                                                      |  | Form |      |  | File No. |  |           | Incorporated
by Reference |  |  | Exhibit Filing Date | 
|               |  |                                                                                                                                                                                                                                          |  |      |     
|10.14**        |  | Loan Agreement among Hammerhead Solar, LLC (an indirect wholly owned subsidiary of the Registrant), Bank of America, N.A. and other banks and financial institutions party thereto, dated as of February 4, 2014                         |  |      |      |  |          |  |           |                           |  |  |                     |  |  |  |             | 
|               |  |                                                                                                                                                                                                                                          |  |      |     
|10.14a**       |  | Upsizing Amendment and Acknowledgment among Hammerhead Solar, LLC (an indirect wholly owned subsidiary of the Registrant), Bank of America, N.A. and other banks and financial institutions party thereto, dated as of February 20,
2014 |  |      |      |  |          |  |           |                           |  |  |                     |  |  |  |             | 
|               |  |                                                                                                                                                                                                                                          |  |      |     
|10.14b**       |  | Second Upsizing Amendment among Hammerhead Solar, LLC (an indirect wholly owned subsidiary of the Registrant), Bank of America, N.A. and other banks and financial institutions party thereto, dated as of March 20, 2014                |  |      | 10-Q |  |          |  | 001-35758 |                           |  |  | 10.14b              |  |  |  | May 7, 2014 | 
|               |  |                                                                                                                                                                                                                                          |  |      |     
|31.1           |  | Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002                                                                                                                                |  |      |      |  |          |  |           |                           |  |  |                     |  |  |  |             | 
|               |  |                                                                                                                                                                                                                                          |  |      |     
|31.2           |  | Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002                                                                                                                                |  |      |      |  |          |  |           |                           |  |  |                     |  |  |  |             | 
|               |  |                                                                                                                                                                                                                                          |  |      |     
|32.1          |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                    |  |      | 10-Q |  |          |  | 001-35758 |                           |  |  | 32.1                |  |  |  | May 7, 2014 | 
|               |  |                                                                                                                                                                                                                                          |  |      |     
|32.2          |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                    |  |      | 10-Q |  |          |  | 001-35758 |                           |  |  | 32.2                |  |  |  | May 7, 2014 | 



|* | Indicates a management contract or compensatory plan or arrangement.
|- | --------------------------------------------------------------------

|** | Registrant has omitted portions of the relevant exhibit and filed such exhibit separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 under the Securities
Act of 1933, as amended.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into
any filing of SolarCity Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general
incorporation language contained in such filing.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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