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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/14 Tesla, Inc. 10-K 12/31/13 89:9.9M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.26M
2: EX-10.35A Material Contract HTML 76K
4: EX-23.1 Consent of Experts or Counsel HTML 27K
3: EX-12.1 Statement re: Computation of Ratios HTML 29K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 30K
61: R1 Document and Entity Information HTML 58K
48: R2 Consolidated Balance Sheets HTML 139K
59: R3 Consolidated Balance Sheets (Parenthetical) HTML 50K
63: R4 Consolidated Statements of Operations HTML 85K
82: R5 Consolidated Statements of Comprehensive Loss HTML 49K
50: R6 Consolidated Statements of Stockholders' Equity HTML 99K
58: R7 Consolidated Statements of Stockholders' Equity HTML 33K
(Parenthetical)
43: R8 Consolidated Statements of Cash Flows HTML 154K
33: R9 Overview of the Company HTML 33K
83: R10 Summary of Significant Accounting Policies HTML 115K
65: R11 Balance Sheet Components HTML 72K
64: R12 Fair Value of Financial Instruments HTML 50K
70: R13 Customer Deposits HTML 31K
71: R14 Convertible Notes and Long-term Debt Obligations HTML 49K
68: R15 Common Stock HTML 38K
72: R16 Equity Incentive Plans HTML 158K
60: R17 Income Taxes HTML 95K
62: R18 Information about Geographic Areas HTML 48K
67: R19 Strategic Partnerships HTML 37K
89: R20 Commitments and Contingencies HTML 50K
78: R21 Subsequent Events HTML 33K
54: R22 Quarterly Results of Operations HTML 48K
66: R23 Summary of Significant Accounting Policies HTML 202K
(Policies)
56: R24 Summary of Significant Accounting Policies HTML 83K
(Tables)
25: R25 Balance Sheet Components (Tables) HTML 77K
79: R26 Fair Value of Financial Instruments (Tables) HTML 49K
86: R27 Equity Incentive Plans (Tables) HTML 143K
38: R28 Income Taxes (Tables) HTML 99K
37: R29 Information about Geographic Areas (Tables) HTML 45K
41: R30 Commitments and Contingencies (Tables) HTML 39K
42: R31 Quarterly Results of Operations (Tables) HTML 46K
44: R32 Overview of the Company - Additional Information HTML 36K
(Detail)
21: R33 Summary of Significant Accounting Policies - HTML 32K
Schedule of Automotive Sales (Detail)
76: R34 Summary of Significant Accounting Policies - HTML 107K
Additional Information (Detail)
52: R35 Summary of Significant Accounting Policies - HTML 57K
Schedule of Account Activity Related to Resale
Value Guarantee Program (Detail)
55: R36 Summary of Significant Accounting Policies - HTML 32K
Summary of Accounts Receivable from OEM Customers
in Excess of 10% of Total Accounts Receivable
(Detail)
28: R37 Summary of Significant Accounting Policies - HTML 32K
Schedule of Estimated Useful Lives of Related
Assets (Detail)
88: R38 Summary of Significant Accounting Policies - HTML 38K
Schedule of Accrued Warranty Activity (Detail)
14: R39 Summary of Significant Accounting Policies - HTML 38K
Schedule of Potential Weighted Common Shares
Outstanding that were Excluded from Computation of
Basic and Diluted Net Loss per Share of Common
Stock (Detail)
45: R40 Balance Sheet Components - Schedule of Inventory HTML 40K
(Detail)
81: R41 Balance Sheet Components - Additional Information HTML 41K
(Detail)
27: R42 Balance Sheet Components - Schedule of Property, HTML 43K
Plant and Equipment, Net (Detail)
36: R43 Balance Sheet Components - Schedule of Other HTML 39K
Assets (Detail)
40: R44 Balance Sheet Components - Schedule of Accrued HTML 50K
Liabilities (Detail)
49: R45 Balance Sheet Components - Schedule of Other HTML 46K
Long-Term Liabilities (Detail)
20: R46 Fair Value of Financial Instruments - Schedule of HTML 40K
Fair Value Hierarchy of Financial Assets and
Financial Liabilities Carried at Fair Value
(Detail)
32: R47 Fair Value of Financial Instruments - Schedule of HTML 32K
Changes in Fair Value of Common Stock Warrant
Liability (Detail)
16: R48 Fair Value of Financial Instruments - Additional HTML 32K
Information (Detail)
80: R49 Customer Deposits - Additional Information HTML 30K
(Detail)
26: R50 Convertible Notes and Long-term Debt Obligations - HTML 106K
1.50% Convertible Senior Notes and Bond Hedge and
Warrant Transactions - Additional Information
(Detail)
77: R51 Convertible Notes and Long-term Debt Obligations - HTML 60K
Full Repayment of Department of Energy Loan
Facility - Additional Information (Detail)
29: R52 Convertible Notes and Long-term Debt Obligations - HTML 56K
DOE Warrant Expiration - Additional Information
(Detail)
46: R53 Common Stock - Additional Information (Detail) HTML 50K
15: R54 Equity Incentive Plans - Additional Information HTML 161K
(Detail)
19: R55 Equity Incentive Plans - Summary of Stock Option HTML 90K
and RSU Activity Under Plan (Detail)
39: R56 Equity Incentive Plans - Schedule of Stock Options HTML 118K
Outstanding and Exercisable (Detail)
23: R57 Equity Incentive Plans - Schedule of Fair Value of HTML 44K
Option Award and ESPP on Grant Date (Detail)
84: R58 Equity Incentive Plans - Summary of Stock-Based HTML 35K
Compensation Expense (Detail)
51: R59 Income Taxes - Additional Information (Detail) HTML 63K
69: R60 Income Taxes - Schedule of Net Loss before HTML 35K
Provision for Income Taxes (Detail)
31: R61 Income Taxes - Components of Provision for Income HTML 64K
Taxes (Detail)
34: R62 Income Taxes - Schedule of Deferred Tax Assets HTML 71K
(Liabilities) (Detail)
75: R63 Income Taxes - Schedule of Reconciliation of HTML 53K
Statutory Federal Income Taxes to Effective Taxes
(Detail)
73: R64 Income Taxes - Schedule of Aggregate Changes in HTML 36K
Balance of Gross Unrecognized Tax Benefits
(Detail)
53: R65 Information about Geographic Areas - Additional HTML 39K
Information (Detail)
74: R66 Information about Geographic Areas - Schedule of HTML 39K
Revenues by Geographic Area (Detail)
30: R67 Information about Geographic Areas - Schedule of HTML 32K
Long-Lived Assets by Geographic Area (Detail)
57: R68 Strategic Partnerships - Additional Information HTML 44K
(Detail)
85: R69 Commitments and Contingencies - Additional HTML 66K
Information (Detail)
18: R70 Commitments and Contingencies - Schedule of Future HTML 71K
Minimum Commitments for Leases (Detail)
24: R71 Subsequent Events - Additional Information HTML 38K
(Detail)
47: R72 Quarterly Results of Operations - Schedule of HTML 53K
Selected Quarterly Results of Operations (Detail)
87: XML IDEA XML File -- Filing Summary XML 149K
17: EXCEL IDEA Workbook of Financial Reports XLSX 235K
35: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.31M
8: EX-101.INS XBRL Instance -- tsla-20131231 XML 2.11M
10: EX-101.CAL XBRL Calculations -- tsla-20131231_cal XML 281K
11: EX-101.DEF XBRL Definitions -- tsla-20131231_def XML 687K
12: EX-101.LAB XBRL Labels -- tsla-20131231_lab XML 1.75M
13: EX-101.PRE XBRL Presentations -- tsla-20131231_pre XML 1.14M
9: EX-101.SCH XBRL Schema -- tsla-20131231 XSD 239K
22: ZIP XBRL Zipped Folder -- 0001193125-14-069681-xbrl Zip 229K
| EX-10.35A |
Exhibit 10.35A
Confidential Treatment Requested by Tesla Motors, Inc.
| To: | Mr. Shinsuke Nakahori |
Director, Portable Rechargeable Battery Business Division
SANYO Electric Co., Ltd. 222-1, Kaminaizen, Sumoto City, Hyogo 565-8555, Japan
Mr. Joseph Howell
Panasonic Industrial Devices Sales Company of America
Panasonic Corporation of North America
Two Riverfront Plaza, 7th Floor, Newark, NJ 07102-5490
This amendment (“Amendment”) is entered into by and between Tesla Motors, Inc. (“Tesla”) and Panasonic Industrial Devices Sales Company of America f/k/a Panasonic Industrial Company, division of Panasonic Corporation of North America, and SANYO Electric Co., Ltd. acting through Portable Rechargeable Battery Business Division, the assignee of the Agreement from Panasonic Corporation, acting through Energy Company (collectively, “Panasonic”) (Tesla and Panasonic are referred to collectively as the “Parties”) as of the date set forth above in connection with the Parties’ Supply Agreement dated October 5, 2011 (as amended, the “Agreement”). All terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement. In consideration of the mutual promises and mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the Agreement as follows:
| 1. | In Section 2(b) (Term) of the Agreement, the phrase “December 31, 2015” is deleted from the first sentence and replaced with “December 31, 2017.” |
| 2. | For purposes of Section 3 (Forecast and Orders), Tesla’s subsidiaries and affiliates may issue Orders pursuant to the Agreement, and such Orders shall be deemed to be valid and binding Orders by the issuing entity and the issuing entity shall be responsible for payment therefor. If the issuing entity fails to pay amounts due pursuant to an accepted Order by the applicable payment date, Panasonic shall notify Tesla and Tesla shall be responsible for such payment. Items ordered pursuant to such Orders shall count against Tesla’s overall purchase commitments hereunder. |
| 3. | Section 6(c) of the Agreement is amended to include the following additional sentence: “Seller shall use a bonded carrier from the U.S. port of entry to Tesla’s designated facility for each delivery hereunder, unless Tesla has given express, prior written waiver of this requirement for a particular delivery.” |
| 4. | Section 7 of the Agreement is amended to include the following additional section: “(e) In connection with the foregoing, the Parties have agreed to the Process and Procedures for Damaged Goods Arriving at Tesla Motors dated June 22, 2012, which is hereby incorporated by reference into the Agreement.” |
| 5. | The last sentence of Section 8(a) of the Agreement is hereby deleted in its entirety and replaced with the following: “Panasonic may, for good cause, propose a change to the payment terms and/or amount or duration of credit extended to Tesla hereunder, and the Parties shall discuss any such proposal in good faith. Notwithstanding the foregoing, Panasonic reserves the right at any time, but only after a good faith discussion with Tesla, [***].” |
| Amendment to Tesla-Panasonic Supply Agreement | Page 1 of 5 | |||
| [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. | ||||
Confidential Treatment Requested by Tesla Motors, Inc.
| 6. | The following is added as a new Section 9(i): |
(i) If, with respect to Items, Modules and/or Finished Products, [***], Panasonic shall be liable for the [***]. Notwithstanding the foregoing, Panasonic shall not be liable under this paragraph to the extent that [***]. To the maximum extent permitted by law, Panasonic’s liability to Tesla pursuant to this Section 9(i) shall not [***]. Panasonic’s liability set forth above shall be Tesla’s sole remedy in case of [***] and in no event shall Panasonic be liable for any lost goodwill, profit, revenue or savings in connection with [***]. To the extent permitted by applicable law, Tesla shall (a) notify Panasonic promptly after becoming aware of [***] and [***] in connection with [***], to the extent related to the Items, (b) consult with Panasonic in good faith regarding [***], and (c) provide such information as reasonably requested by Panasonic from time to time with respect to [***].
| 7. | In Section 11 (Indemnification) of the Agreement, subsection (c) is hereby renumbered as subsection (d) and the following is added at the end of the subsection: “The indemnifying Party may not[***].” |
| 8. | In Section 11 (Indemnification) of the Agreement, a new subsection (c) is added as follows: |
(c) Infringement Indemnity by Panasonic. At any time during the term of this Agreement and thereafter, Panasonic shall indemnify and hold the Tesla Parties harmless from and against any and all Claims arising out of any actual or alleged infringement or misappropriation of the patent, trademark, copyright, trade secret or other intellectual or industrial property rights of any third party with respect to the extent caused by Panasonic and/or the Items as delivered by Panasonic; provided, however, that the foregoing indemnity shall not apply with respect to Claims to the extent [***].
| 9. | Section 12(a) is amended and restated in its entirety as follows: |
(a) Limitation of Liability.
(i) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR (1) [***], (2) EACH PARTIES’ OBLIGATIONS SET FORTH IN SECTION 11, (3) [***], (4) TESLA’S OBLIGATIONS SET FORTH IN SECTION 12(d), AND (5) [***], NEITHER PARTY SHALL BE LIABLE OR RESPONSIBLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WORK DELAYS, LOST GOODWILL, PROFIT, REVENUE OR SAVINGS, LOSS OF USE, COST OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, OR DOWNTIME COSTS, EVEN IF SUCH PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND NEITHER PARTY’S LIABILITY FOR MONETARY DAMAGES TO THE OTHER PARTY UNDER THIS AGREEMENT SHALL EXCEED [***]. [***] MEANS AN AMOUNT EQUAL TO [***].
(II) TESLA’S LIABILITY TO PANASONIC RESULTING FROM [***] SHALL NOT EXCEED [***].
(III) THE PARTIES AGREE THAT DAMAGES INCURRED DUE TO [***], WILL BE CONSIDERED DIRECT DAMAGES.
| Amendment to Tesla-Panasonic Supply Agreement | Page 2 of 5 | |||
| [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. | ||||
Confidential Treatment Requested by Tesla Motors, Inc.
| 10. | The current version Attachment 1 of the Agreement is no longer in effect and is hereby replaced in its entirety by Attachment 1-A, attached hereto. |
| 11. | This Amendment, together with the Agreement (including any open purchase orders), constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, both oral and written, between the Parties. This Amendment may be executed in counterparts, each of which when so executed and delivered will be deemed an original, and all of which taken together will constitute one and the same instrument. |
I am pleased that we have reached this point and look forward to a continuing productive relationship with you. Please confirm Seller’s agreement with the foregoing by signing a copy of this letter where indicated below and returning it to me.
| Sincerely, |
| /s/ JB Straubel |
| Chief Technology Officer |
| Tesla Motors, Inc. |
| 3500 Deer Creek Road |
Agreed to by Panasonic Industrial Devices Sales Company of America, division of Panasonic Corporation of North America
| By: | /s/ Kazuto Nezu | |
| Name: | Kazuto Nezu | |
| Title: | Director, Panasonic Industrial Devices Sales Company of America, division of Panasonic Corporation of North America | |
Agreed to by SANYO Electric Co., Ltd. acting through Portable Rechargeable Battery Business Division
| By: | /s/ Shinsuke Nakahori | |
| Name: | Shinsuke Nakahori | |
| Title: | Director, SANYO Electric Co., Ltd. acting through Portable Rechargeable Battery Business Division | |
| Amendment to Tesla-Panasonic Supply Agreement | Page 3 of 5 | |||
| [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. | ||||
Confidential Treatment Requested by Tesla Motors, Inc.
Attachment 1-A
List of Items, Pricing Mechanism
| 1. | Pricing for Cells Delivered Through December 31, 2013 |
[***].
| 2. | Pricing for Cells Delivered After January 1, 2014 |
| (a) | Cell Pricing. |
| 2014-2015 |
1Q14 | 2Q14* | 3Q14* | 4Q14* | 1Q15* | 2Q15* | 3Q15* | 4Q15* | ||||||||
| Price for Li-Ion Cell [***] (Tesla Part No. [***]) 1 |
[***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] | ||||||||
| Quantity (millions) |
[***] | [***] | [***] | [***] | ||||||||||||
| 2016-2017 |
1Q16* | 2Q16* | 3Q16* | 4Q16* | 1Q17* | 2Q17* | 3Q17* | 4Q17* | ||||||||
| Price for Li-Ion Cell [***] (Tesla Part No. [***]) 1 |
[***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] | ||||||||
| Quantity (millions) |
[***] | [***] | [***] | [***] | ||||||||||||
The pricing set forth above is based on the following [***]. The Parties shall work together on an on-going basis and in good faith to [***], the Parties shall jointly determine the amount of [***] in good faith [***] following any such meeting, and [***] shall be reflected in [***] pricing under this Attachment 1-A as follows: [***].
| 2014-2015 |
4Q13 | 1Q14 | 2Q14 | 3Q14 | 4Q14 | 1Q15 | 2Q15 | 3Q15 | 4Q15 | |||||||||
| [***] cost per cell |
[***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] | |||||||||
| [***] cost per cell |
[***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] | |||||||||
| [***] cost per cell |
[***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] | |||||||||
| [***] cost per cell |
[***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] |
| 1 | The Parties may also agree to modify the types of Items eligible for purchase under this Agreement (e.g. by substituting later versions of earlier cells), and purchases of such Items hereunder shall be deemed to satisfy any applicable purchase commitments hereunder and the price for such Items shall be negotiated in good faith by the Parties. |
| * | The prices set forth above are [***], and the Parties shall recalculate the [***] in good faith [***]. |
| Amendment to Tesla-Panasonic Supply Agreement | Page 4 of 5 | |||
| [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. | ||||
Confidential Treatment Requested by Tesla Motors, Inc.
| (b) | Price Adjustments. The prices set forth above shall be adjusted [***] for adjustments in prices for the [***] materials set forth below, in accordance with the adjustment mechanism process set forth in Exhibit 1 ([***]). The following assumptions shall apply for purposes of the price adjustment mechanism: |
| Baseline Commodity Assumption |
||
| [***] Content (g) |
[***] | |
| [***] Price (USD/kg) |
[***] | |
| [***] Content (g) |
[***] | |
| [***] Price (USD/kg) |
[***] | |
| [***] Content (g) |
[***] | |
| [***] Price (USD/kg) |
[***] | |
| [***] Content (g) |
[***] | |
| [***] Price (USD/kg) |
[***] | |
| Exchange rate (Yen/$) |
[***] |
For purposes of this adjustment, the [***] materials prices shall be converted from United States Dollars (USD) into Japanese Yen (JPY) using the [***] and the [***] for the applicable [***] period set forth below:
| [***] |
[***] | |
| [***] |
[***] | |
| [***] |
[***] | |
| [***] |
[***] | |
| [***] |
[***] | |
| [***] |
Attachment 2 to the Agreement is hereby deleted.
| 2. | Panasonic’s Investment. |
| (a) | Panasonic will make certain capital investments to enable production of cells for Tesla under the Agreement at Panasonic’s factories at [***], Japan, consisting of [***] (the cost of the foregoing investments is the “Investment Cost”). Panasonic will use reasonable efforts to limit the amount of the Investment Cost, and the Investment Cost shall not [***]. |
| (b) | Tesla commits that Panasonic will recover the Investment Cost from Tesla [***] for at least 1.836 billion Items (cells) [***]; provided, however, that [***]. |
| Amendment to Tesla-Panasonic Supply Agreement | Page 5 of 5 | |||
| [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. | ||||
Confidential Treatment Requested by Tesla Motors, Inc.
Exhibit 1
Material Adjustment Calculator
[***]
| [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. | ||
Confidential Treatment Requested by Tesla Motors, Inc.
Tesla-Panasonic Confidential
Process and Procedures for Damaged Goods Arriving at Tesla Motors
Process incorporates language of Section 7 of Supply Agreement between Tesla Motors and Panasonic Industrial Company and Panasonic Corporation dated Oct. 5, 2011 (the “Agreement”)1
| 1. | Tesla will inspect shipments promptly upon delivery: within [***] of receipt at the DAP Point [***]. Inspection will be to determine if Items conform to mutually agreed upon inspection specifications and to determine if Items are damaged. Tests will include: |
| a. | OCV measurements |
| b. | Impedance measurements |
| c. | [***] |
| 2. | Tesla must notify Panasonic of damage or other non-conformity within [***] of delivery to the DAP Point. This notice must be in writing. |
| 3. | If Panasonic does not receive a notice of damage or non-conformity within [***] after delivery to the DAP Point, the Items will be deemed to be “accepted” for purposes of payment. |
| 4. | If damage or a non-conformity is found or alleged: |
| a. | Tesla will send written notice to [***] of Panasonic as soon as possible after discovery of damage or non-conformity. Tesla will supply Panasonic detailed facts and supporting evidence (such as test results) regarding the damage or non-conformity. |
| b. | As soon as practical, [***] will travel to Tesla site (Fremont or Palo Alto) to inspect the affected Items and take photos. |
| c. | On the same day of the inspection, [***] will email photos to the Panasonic factory (represented by [***]) for review. |
| d. | As soon as practical, [***] will respond to [***] with a determination as to whether the Items: (i) are usable; (ii) should be subject to additional inspection; (iii) should be returned to the Panasonic factory; or (iv) should be destroyed. |
| 1 | This document is not intended to, and shall not, modify the Agreement or otherwise waive or modify the parties’ rights and obligations thereunder. |
| Tesla-Panasonic – Process for Damaged Goods | Page 1 of 2 | |||
| [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. | ||||
Confidential Treatment Requested by Tesla Motors, Inc.
Tesla-Panasonic Confidential
| 5. | If Items are determined to be usable, the Panasonic factory will send a written report to [***] that can be submitted to Tesla certifying that the Items are okay to use (i.e., they are free from damage and conform to the agreed specifications). |
| 6. | If the Panasonic factory determines that the Items must leave the Tesla site for further investigation: |
| a. | Tesla will arrange for pick-up of the allegedly damaged or non-conforming Items and transport to a mutually agreed upon designated location at Tesla’s expense; and |
| b. | Once Items are at the designated location, Panasonic or the parties’ selected third party service will promptly begin the additional inspection (including technical evaluation of cells) to determine whether cells are usable. This additional inspection will be conducted at Tesla’s expense. |
| 7. | If the cause of the damage or non-conformity is determined to be solely attributable to Panasonic (i.e., cells were damaged or non-conforming upon delivery to Tesla), Panasonic shall: |
| a. | Replace the affected Items. [***]; |
| b. | Reimburse Tesla for the reasonable costs of transporting the Items to Panasonic or an alternate designated location for inspection and testing (if transport was conducted at Tesla expense); and |
| c. | Reimburse Tesla for the reasonable costs of inspection and testing (if they were conducted by a third party at Tesla’s expense). |
| 8. | If, based on the findings of Panasonic’s investigation, Panasonic determines that the Items must be returned to the Panasonic factory in Japan, Panasonic will arrange for pick up and shipping of the goods to the factory at Panasonic’s expense. |
| a. | [***] will work with Panasonic Operations to complete a Return Material Authorization form (RMA). [***] will issue an RMA number to Tesla as soon as practical. |
| b. | The RMA number must be issued before Tesla transports the Items either to the Panasonic factory, or to an alternate designated location. |
| c. | The RMA number must be referenced on shipping documentation. |
| 9. | If Panasonic instructs Tesla in writing to destroy the damaged or non-conforming Items, Panasonic shall reimburse Tesla for the reasonable cost of such destruction. |
| Tesla-Panasonic – Process for Damaged Goods | Page 2 of 2 | |||
| [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. | ||||
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/17 | 10-K, SD | |||
| 12/31/15 | 10-K, SD | |||
| Filed on: | 2/26/14 | 424B5, 8-K | ||
| 1/1/14 | ||||
| For Period end: | 12/31/13 | ARS, SD | ||
| 10/30/13 | 8-K | |||
| 6/22/12 | ||||
| 10/5/11 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/29/24 Tesla, Inc. 10-K 12/31/23 116:14M Workiva Inc Wde… FA01/FA 1/31/23 Tesla, Inc. 10-K 12/31/22 125:30M Donnelley … Solutions/FA 5/02/22 Tesla, Inc. 10-K/A 12/31/21 12:2.6M ActiveDisclosure/FA 2/07/22 Tesla, Inc. 10-K 12/31/21 131:28M Donnelley … Solutions/FA 4/30/21 Tesla, Inc. 10-K/A 12/31/20 12:2.3M ActiveDisclosure/FA 2/08/21 Tesla, Inc. 10-K 12/31/20 149:31M ActiveDisclosure/FA 1/30/15 SEC UPLOAD¶ 9/15/17 1:36K Tesla, Inc. 12/18/14 SEC UPLOAD¶ 9/15/17 1:162K Tesla, Inc. |