SEC – ‘UPLOAD’ from 7/19/18 re: Tesla, Inc. – ‘TEXT-EXTRACT’

On:  Thursday, 7/19/18, at 3:02pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed to:  5/8/19   ·   Accession #:  0-18-22201

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     36K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC (PDF Text)      3±    16K 

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC (PDF Text)

                                                         July 19, 2018

Deepak Ahuja                                                                    
Chief Financial Officer                                                         
Tesla, Inc.                                                                     
3500 Deer Creek Road                                                            
Palo Alto, California 94304                                                     

Re: Tesla, Inc.                                                   
Form 10-K for Fiscal Year Ended December 31, 2017         
Filed February 23, 2018                                   
File No. 001-34756                                        

Dear Mr. Ahuja:                                                                 

      We have reviewed your filing and have the following comments. In some of
our                                                                             
comments, we may ask you to provide us with information so we may better        
understand your                                                                 
disclosure.                                                                     

    Please respond to these comments within ten business days by providing
the requested                                                                   
information or advise us as soon as possible when you will respond. If you do   
not believe our                                                                 
comments apply to your facts and circumstances, please tell us why in your      
response.                                                                       

     After reviewing your response to these comments, we may have additional
comments.                                                                       

Form 10-K                                                                       

Risk Factors                                                                    
The unavailability, reduction or elimination of..., page 23                     

1.     We note that you expect the phase-out of the $7,500 federal tax credit   
available in the U.S.                                                           
    for the purchase of qualified electric vehicles such as yours to begin
at some point during                                                            
      2018. If you believe this phase-out could impact the demand for electric
vehicles and thus                                                               
      have a material impact on sales, please discuss this change in trend and
uncertainty in                                                                  
MD&A in accordance with Item 303(a)(3)(ii) of Regulation S-K.     
Liquidity and Capital Resources, page 56                                        

2.     We note that you plan to ramp up production of the Model 3 to produce    
5,000 units per                                                                 
week. Please disclose an estimate of the amount of capital        
Deepak Ahuja                                                                  
FirstName LastNameDeepak Ahuja                                                  
Tesla, Inc.                                                                     
Comapany NameTesla, Inc.                                                        
July 19, 2018                                                                   
July 19, 2018 Page 2                                                            
Page 2                                                                          
FirstName LastName                                                              
     necessary to accomplish this goal. See Item 303(a)(1) of Regulation
S-K.                                                                            
3.       Please include a discussion of material planned capital expenditures,  
as well as the timing                                                           
       of such expenditures, associated with the expansion of Gigafactory 1,
ramping production                                                              
     at Gigafactory 2, and tooling and manufacturing capital required to
introduce new                                                                   
 vehicles, energy storage products, and solar products. See Item
303(a)(2) of Regulation                                                         
S-K and SEC Release No. 33-6835.                              
4.       We note that some of the $2.04 billion of unused committed amounts as  
of December 31,                                                                 
        2017 and the $1.96 billion of unused committed amounts as of March 31,
2018 under your                                                                 
 credit facilities and financing funds are subject to satisfying
specific conditions prior to                                                    
 draw-down. Please describe the specific conditions that must be
satisfied before the funds                                                      
   can be used. In addition, disclose any restrictions on the use of
available funds. See Item                                                       
303(a)(1) of Regulation S-K.                                  
5.       We note that you will need significant capital to continue research    
and development                                                                 
       projects, establish sales, delivery and service centers, and continue
to significantly                                                                
     increase the number of Supercharger stations and connectors. Please
provide an estimate                                                             
      of the amount of capital necessary to accomplish these goals as well
as the timing of such                                                           
costs. See Item 303(a)(2) of Regulation S-K.                  
Contractual Obligations, page 58                                                

6.       We note that the amounts reported in the table of contractual          
obligations for long-term                                                       
    debt and capital lease obligations due in 2018 do not agree to the
corresponding amounts                                                           
        reported on the balance sheet as current portion of long-term debt and
capital leases.                                                                 
     Please reconcile the difference and to the extent deemed necessary,
provide footnotes to                                                            
the table to describe any pertinent data necessary for an     
understanding of the timing and                                                 
        amount of the specified contractual obligations. See Item 303(a)(5) of
Regulation S-K.                                                                 
7.       We note in your response to the staff dated May 24, 2017 that future   
interest payments                                                               
       pertaining to long-term debt are included in the amounts disclosed in
your contractual                                                                
     obligations table and that you would modify the the line caption as
"Long-term debt,                                                                
        including scheduled interest" to clarify this point in future filings;
however, we are unable                                                          
to locate this revised presentation. Please revise.           
Report of Independent Registered Public Accounting Firm, page 60                

8.       We note reference to the report of other auditors with respect to the  
December 31, 2016                                                               
balance sheet. Please provide the separate audit report being 
referenced in accordance                                                        
with Article 2-05 of Regulation S-X.                          
Deepak Ahuja                                                                  
Tesla, Inc.                                                                     
July 19, 2018                                                                   
Page 3                                                                          
Note 2: Summary of Significant Accounting Polices                               
Warranties, page 79                                                             

9.       We note in your response to the staff dated May 24, 2017 that expanded 
disclosure would                                                                
        be provided on recalls if related costs are material to your financial
statements. We note                                                             
     recalls occurred during 2017 and reports of an additional recall in
2018. Please tell us                                                            
        your consideration of including an accounting policy for recall costs.
     We remind you that the company and its management are responsible for
the accuracy                                                                    
and adequacy of their disclosures, notwithstanding any review, comments, action 
or absence of                                                                   
action by the staff.                                                            

You may contact Theresa Brillant at 202-551-3307 or Lyn Shenk at  
202-551-3380 if you                                                             
have questions regarding comments on the financial statements and related       
matters. Please                                                                 
contact Julie Griffith at 202-551-3267 or Laura Nicholson at 202-551-3584 with  
any other                                                                       
questions.                                                                      

FirstName LastNameDeepak Ahuja                                                  
Comapany NameTesla, Inc.                                                        
                                                       Division of
Corporation Finance                                                             
July 19, 2018 Page 3                                          Office of         
Transportation and Leisure                                                      
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		5/8/19		8-K,  CORRESP,  SC TO-T/A,  UPLOAD
Filed on:		7/19/18		UPLOAD
		3/31/18		10-Q
		2/23/18		10-K,  S-8,  UPLOAD
		12/31/17		10-K,  SD
		5/24/17		CORRESP,  UPLOAD
		12/31/16		10-K,  SD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/18  Tesla, Inc.                       10-K       12/31/17  152:24M                                    ActiveDisclosure/FA