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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/07/14 Tesla, Inc. 10-Q 9/30/14 63:4.7M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 531K
2: EX-10.1 Material Contract HTML 28K
3: EX-10.2 Material Contract HTML 208K
4: EX-10.3 Material Contract HTML 49K
5: EX-10.4 Material Contract HTML 37K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 27K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 23K
43: R1 Document and Entity Information HTML 43K
33: R2 Condensed Consolidated Balance Sheets (Unaudited) HTML 125K
41: R3 Condensed Consolidated Balance Sheets (Unaudited) HTML 43K
(Parenthetical)
45: R4 Condensed Consolidated Statements of Operations HTML 78K
(Unaudited)
58: R5 Condensed Consolidated Statements of Cash Flows HTML 142K
(Unaudited)
35: R6 Overview of the Company HTML 26K
40: R7 Summary of Significant Accounting Policies HTML 69K
30: R8 Balance Sheet Components HTML 57K
22: R9 Fair Value of Financial Instruments HTML 46K
59: R10 Customer Deposits HTML 23K
47: R11 Convertible and Long-term Debt Obligations HTML 42K
46: R12 Equity Incentive Plans HTML 38K
51: R13 Segment Information HTML 29K
52: R14 Strategic Partnerships HTML 28K
50: R15 Commitments and Contingencies HTML 30K
53: R16 Summary of Significant Accounting Policies HTML 70K
(Policies)
42: R17 Summary of Significant Accounting Policies HTML 61K
(Tables)
44: R18 Balance Sheet Components (Tables) HTML 61K
49: R19 Fair Value of Financial Instruments (Tables) HTML 50K
63: R20 Equity Incentive Plans (Tables) HTML 31K
55: R21 Overview of the Company - Additional Information HTML 51K
(Detail)
37: R22 Summary of Significant Accounting Policies - HTML 52K
Additional Information (Detail)
48: R23 Summary of Significant Accounting Policies - HTML 49K
Schedule of Account Activity Related to Resale
Value Guarantee Program (Detail)
39: R24 Summary of Significant Accounting Policies - HTML 32K
Schedule of Accrued Warranty Activity (Detail)
19: R25 Summary of Significant Accounting Policies - HTML 28K
Summary of Accounts Receivable from OEM Customers
in Excess of 10% of Total Accounts Receivable
(Detail)
56: R26 Summary of Significant Accounting Policies - HTML 31K
Schedule of Potential Weighted Common Shares
Outstanding that were Excluded from Computation of
Basic and Diluted Net Loss per Share of Common
Stock (Detail)
60: R27 Balance Sheet Components - Schedule of Inventory HTML 34K
(Detail)
26: R28 Balance Sheet Components - Schedule of Property, HTML 37K
Plant and Equipment, Net (Detail)
25: R29 Balance Sheet Components - Additional Information HTML 40K
(Detail)
28: R30 Balance Sheet Components - Schedule of Other HTML 30K
Assets (Detail)
29: R31 Balance Sheet Components - Schedule of Accrued HTML 45K
Liabilities (Detail)
31: R32 Balance Sheet Components - Schedule of Other HTML 44K
Long-Term Liabilities (Detail)
17: R33 Fair Value of Financial Instruments - Additional HTML 30K
Information (Detail)
54: R34 Fair Value of Financial Instruments - Schedule of HTML 29K
Fair Value Hierarchy of Financial Assets Carried
at Fair Value (Detail)
36: R35 Fair Value of Financial Instruments - HTML 31K
Available-for-Sale Marketable Securities (Detail)
38: R36 Fair Value of Financial Instruments - Schedule of HTML 25K
Changes in Fair Value of Common Stock Warrant
Liability (Detail)
21: R37 Customer Deposits - Additional Information HTML 23K
(Detail)
62: R38 Convertible and Long-term Debt Obligations - 0.25% HTML 123K
and 1.25% Convertible Senior Notes and Bond Hedge
and Warrant Transactions - Additional Information
(Detail)
15: R39 Convertible and Long-term Debt Obligations - 1.50% HTML 93K
Convertible Senior Notes and Bond Hedge and
Warrant Transactions - Additional Information
(Detail)
32: R40 Convertible and Long-term Debt Obligations - Full HTML 49K
Repayment of DOE Loan Facility and Expiration of
DOE Warrant - Additional Information (Detail)
57: R41 Equity Incentive Plans - Additional Information HTML 48K
(Detail)
20: R42 Equity Incentive Plans - Summary of Stock-Based HTML 29K
Compensation Expense (Detail)
24: R43 Segment Information - Additional Information HTML 29K
(Detail)
27: R44 Strategic Partnerships - Additional Information HTML 31K
(Detail)
34: R45 Commitments and Contingencies - Additional HTML 45K
Information (Detail)
61: XML IDEA XML File -- Filing Summary XML 97K
16: EXCEL IDEA Workbook of Financial Reports XLSX 122K
23: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 507K
9: EX-101.INS XBRL Instance -- tsla-20140930 XML 892K
11: EX-101.CAL XBRL Calculations -- tsla-20140930_cal XML 190K
12: EX-101.DEF XBRL Definitions -- tsla-20140930_def XML 417K
13: EX-101.LAB XBRL Labels -- tsla-20140930_lab XML 1.05M
14: EX-101.PRE XBRL Presentations -- tsla-20140930_pre XML 695K
10: EX-101.SCH XBRL Schema -- tsla-20140930 XSD 145K
18: ZIP XBRL Zipped Folder -- 0001193125-14-403635-xbrl Zip 119K
| Prepared by R.R. Donnelley Financial -- EX-10.4 |
Exhibit 10.4
|
Confidential Treatment Requested by Tesla Motors, Inc. |
| To: | Mr. JB Straubel |
| Chief Technology Officer |
| Tesla Motors, Inc. |
| 3500 Deer Creek Road |
| Palo Alto, CA 94304 |
| RE: | Investment letter agreement for Panasonic’s [***] Production Line [***] at Giga-Factory |
Dear JB-san,
This letter agreement (“[***] Investment Letter Agreement”) is entered into by and between Tesla Motors, Inc., a Delaware corporation (“Tesla”), and Panasonic Corporation, a Japanese corporation (“Panasonic”), effective as of the date last signed below with respect to Panasonic’s investment in the [***] Production Line [***] (defined below), as contemplated in the General Terms and Conditions dated October 1, 2014, including Section 1.1(b) thereof (the “General Terms”), and the Production Pricing Agreement dated October 1, 2014 (“Pricing Agreement”) by and between the Parties. Tesla and Panasonic are each referred to herein as a “Party” and collectively as the “Parties.” This [***] Investment Letter Agreement is entered into in connection with, and subject to, the General Terms and the Pricing Agreement. Capitalized terms used in this [***] Investment Letter Agreement have the meanings given herein, in the General Terms and/or in the Pricing Agreement.
In consideration of the mutual premises and mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tesla and Panasonic hereby agree as follows.
| 1. | Investment Commitment. Panasonic shall, at its cost and expense, supply all components (including but not limited to [***], but excluding [***] Tesla-Supplied Items), all engineering, manufacturing and other processes, all designs, and all research and development necessary to complete design, development, manufacture, assembly, installation of the Seller’s Property required for [***] for the manufacture of Goods which meet the requirements of the applicable Specifications (collectively, the “[***] Production Line [***]”) subject to (i) the Parties’ entering into the Factory Lease as contemplated in Section 11.1(a) of the General Terms by the Lease Target Date and (ii) that the General Terms remain effective at the time of such investment by Panasonic. The [***] Production Line [***] is described in more detail in Exhibit A hereto. Panasonic will make its investments in |
| [***] Production Letter Agreement | Page 1 of 6 | |
| [***] 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. |
the [***] Production Line [***] over [***], with installation at the Factory beginning on an agreed date after [***]; provided, however, that the schedule for such installation is subject to timely completion of the Tesla Responsibilities described in Sections 2.4(a), 11.1(a) and 11.1(b) of the General Terms. It is currently anticipated by the Parties that the [***] Production Line [***] shall be capable of achieving a monthly production capacity of [***] Goods (i.e., approximately [***]). Panasonic shall take title to all equipment, tooling, components and similar tangible items included in the [***] Production Line [***] at the Factory.
| 2. | Investment Cost. The total amount of the Seller Investment Cost required for the [***] Production Line [***] is referred to as the “[***] Production [***]”. Panasonic represents that its [***] of the [***] Production [***] as of the date of this [***] Investment Letter Agreement, including all costs to connect the [***] Production Line [***] to the Utilities at the Factory (the “Utility Infrastructure Costs”), is [***]. Panasonic will use its [***] of the [***] Production [***]. Panasonic will notify Tesla promptly in writing of any and all changes to the [***] Production [***]. If the [***] Production [***] exceeds the foregoing [***] by more than [***], but only to the extent such increase is not due to a reasonable increase in the Utility Infrastructure Costs, Tesla shall have no liability for such [***] unless Tesla has given prior written consent to be liable for such [***] (which Tesla shall not unreasonably withhold, condition or delay following a good faith discussion with Panasonic). |
| 3. | [***]. For purposes of and subject to Section 2(e) ([***] Seller Investment Cost) of the Pricing Agreement, (a) Seller will be deemed to [***] Production [***] through the sale of an agreed quantity of Goods, which will be reasonably agreed based on a good faith discussion by the Parties, over a period of [***] beginning on the [***] (as defined in the Pricing Agreement), and (b) Seller will be deemed to [***] of the [***] Production [***] through the sale of an agreed quantity of Goods, which will be reasonably agreed based on a good faith discussion by the Parties, over the [***] of the [***] period. Further, the [***] Production [***] shall [***], and Panasonic will be deemed to [***], by an amount equal to [***]. It is currently anticipated that [***] for the [***] Production Line [***] will begin on or around [***], and the actual [***] therefor will be separately agreed in writing between the Parties in accordance with Section 2(e)(i) of the Pricing Agreement. |
| 4. | Goods Pricing. The Unit Price of Goods shall be established in accordance with Pricing Agreement. The Parties agree that the supply of the Goods shall be pursuant to the General Terms. |
| 5. | Target Purchase Quantity. The quarterly target quantity of Goods to be purchased by Tesla from Panasonic’s operating entity at the Factory (the “Target Purchase Quantity”) sets forth in Exhibit B, and the Parties will reference such quantities at the Production Meeting. If the first date that |
| [***] Production Letter Agreement | Page 2 of 6 | |
| [***] 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. |
Panasonic’s operating entity at the Factory delivers to Tesla Goods with use of the [***] Production Line [***] is delayed from the schedule set forth in Exhibit B for any reason, [***]. Tesla will use Commercially Reasonable Efforts to purchase Goods in accordance with the Target Purchase Quantities, subject to Section 1.6 of the General Terms and Section 3(b)(vii) of the Pricing Agreement.
| 6. | Miscellaneous. To the extent applicable to the subject matter of this [***] Investment Letter Agreement, the General Terms and Pricing Agreement are each incorporated herein and form an integral part hereof. This [***] Investment Letter Agreement, together with such provisions of the General Terms and Pricing Agreement, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings, both oral and written, between the Parties with respect thereto. If a conflict between the provisions of this [***] Investment Letter Agreement and those of the General Terms and/or Pricing Agreement, the conflict shall be resolved pursuant to Section 16.8 (Conflicts) of the General Terms. No subsequent terms, conditions, understandings, or agreements purporting to modify the terms of this [***] Investment Letter Agreement will be binding unless in writing and signed by both Parties. This [***] Investment Letter Agreement 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. This [***] Investment Letter Agreement shall expire upon [***] in accordance with the Pricing Agreement and the terms hereof. |
Sincerely yours,
/s/ Shinji Sakamoto
Executive Officer
Senior Vice President
Automotive & Industrial Systems Company
Panasonic Corporation
| [***] Production Letter Agreement | Page 3 of 6 | |
| [***] 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. |
Agreed to by Tesla Motors, Inc.
By: /s/ JB Straubel
Name: JB Straubel
Title: Chief Technology Officer, Tesla Motors, Inc.
| [***] Production Letter Agreement | Page 4 of 6 | |
| [***] 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 A – [***] Production Line [***]
[***]
| [***] Production Letter Agreement | Page 5 of 6 | |
| [***] 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 B – Target Purchase Quantity
Unit: Million Cells
[***]
| [***] Production Letter Agreement | Page 6 of 6 | |
| [***] 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-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/7/14 | |||
| 10/1/14 | 8-K | |||
| For Period end: | 9/30/14 | |||
| 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 |