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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/24/16 Tesla, Inc. 10-K 12/31/15 95:15M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.12M
3: EX-10.12 Material Contract HTML 51K
4: EX-10.25A Material Contract HTML 36K
5: EX-10.28B Material Contract HTML 55K
6: EX-10.28C Material Contract HTML 60K
2: EX-10.7 Material Contract HTML 86K
8: EX-21.1 Subsidiaries List HTML 39K
9: EX-23.1 Consent of Experts or Counsel HTML 29K
7: EX-12.1 Statement re: Computation of Ratios HTML 35K
10: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
11: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
12: EX-32.1 Certification -- §906 - SOA'02 HTML 32K
19: R1 Document and Entity Information HTML 58K
20: R2 Consolidated Balance Sheets HTML 112K
21: R3 Consolidated Balance Sheets (Parenthetical) HTML 49K
22: R4 Consolidated Statements of Operations HTML 79K
23: R5 Consolidated Statements of Comprehensive Loss HTML 48K
24: R6 Consolidated Statements of Stockholders' Equity HTML 99K
25: R7 Consolidated Statements of Stockholders' Equity HTML 34K
(Parenthetical)
26: R8 Consolidated Statements of Cash Flows HTML 156K
27: R9 Overview of the Company HTML 32K
28: R10 Summary of Significant Accounting Policies HTML 245K
29: R11 Financial Instruments HTML 88K
30: R12 Inventory HTML 56K
31: R13 Property, Plant, and Equipment HTML 76K
32: R14 Accrued Liabilities HTML 54K
33: R15 Customer Deposits HTML 31K
34: R16 Convertible Notes and Long-term Debt Obligations HTML 160K
35: R17 Common Stock HTML 37K
36: R18 Equity Incentive Plans HTML 637K
37: R19 Income Taxes HTML 252K
38: R20 Information about Geographic Areas HTML 83K
39: R21 Commitments and Contingencies HTML 79K
40: R22 Quarterly Results of Operations HTML 114K
41: R23 Summary of Significant Accounting Policies HTML 323K
(Policies)
42: R24 Summary of Significant Accounting Policies HTML 203K
(Tables)
43: R25 Financial Instruments (Tables) HTML 82K
44: R26 Inventory (Tables) HTML 53K
45: R27 Property, Plant, and Equipment (Tables) HTML 71K
46: R28 Accrued Liabilities (Tables) HTML 53K
47: R29 Convertible Notes and Long-term Debt Obligations HTML 135K
(Tables)
48: R30 Equity Incentive Plans (Tables) HTML 613K
49: R31 Income Taxes (Tables) HTML 254K
50: R32 Information about Geographic Areas (Tables) HTML 81K
51: R33 Commitments and Contingencies (Tables) HTML 70K
52: R34 Quarterly Results of Operations (Tables) HTML 112K
53: R35 Summary of Significant Accounting Policies - HTML 119K
Additional Information (Detail)
54: R36 Summary of Significant Accounting Policies - HTML 70K
Schedule of Activity Related to Resale Value
Guarantee Program (Detail)
55: R37 Summary of Significant Accounting Policies - HTML 41K
Summary of Accounts Receivable from Customers in
Excess of 10% of Total Accounts Receivable
(Detail)
56: R38 Summary of Significant Accounting Policies - HTML 39K
Schedule of Estimated Useful Lives of Related
Assets (Detail)
57: R39 Summary of Significant Accounting Policies - HTML 39K
Schedule of Accrued Warranty Activity (Detail)
58: R40 Summary of Significant Accounting Policies - HTML 43K
Schedule of Potential Weighted Common Shares
Outstanding that were Excluded from Computation of
Basic and Diluted Net Loss per Share of Common
Stock (Detail)
59: R41 Financial Instruments - Additional Information HTML 61K
(Detail)
60: R42 Financial Instruments - Schedule of Fair Value HTML 40K
Hierarchy of Financial Assets Carried at Fair
Value (Detail)
61: R43 Inventory - Schedule of Inventory (Detail) HTML 40K
62: R44 Inventory - Additional Information (Detail) HTML 31K
63: R45 Property Plant and Equipment - Schedule of HTML 53K
Property, Plant and Equipment, Net (Detail)
64: R46 Property Plant and Equipment - Additional HTML 54K
Information (Detail)
65: R47 Accrued Liabilities - Schedule of Accrued HTML 39K
Liabilities (Detail)
66: R48 Customer Deposits - Additional Information HTML 31K
(Detail)
67: R49 Convertible Notes and Long-term Debt Obligations - HTML 121K
0.25% and 1.25% Convertible Senior Notes and Bond
Hedge and Warrant Transactions - Additional
Information (Detail)
68: R50 Convertible Notes and Long-term Debt Obligations - HTML 111K
1.50% Convertible Senior Notes and Bond Hedge and
Warrant Transactions - Additional Information
(Detail)
69: R51 Convertible Notes and Long-term Debt Obligations - HTML 67K
Schedule of Debt Discounts (Detail)
70: R52 Convertible Notes and Long-term Debt Obligations - HTML 48K
Full Repayment of Department of Energy Loan
Facility - Additional Information (Detail)
71: R53 Convertible Notes and Long-term Debt Obligations - HTML 48K
Warehouse Line of Credit - Additional Information
(Detail)
72: R54 Convertible Notes and Long-term Debt Obligations - HTML 58K
Asset-Based Credit Agreement - Additional
Information (Detail)
73: R55 Convertible Notes and Long-term Debt Obligations - HTML 31K
Pledged Assets - Additional Information (Detail)
74: R56 Convertible Notes and Long-term Debt Obligations - HTML 39K
Schedule of Aggregate Amount of Interest Expense
Recognized (Detail)
75: R57 Common Stock - Additional Information (Detail) HTML 50K
76: R58 Equity Incentive Plans - Additional Information HTML 154K
(Detail)
77: R59 Equity Incentive Plans - Summary of Stock Option HTML 85K
and RSU Activity Under Plan (Detail)
78: R60 Equity Incentive Plans - Schedule of Stock Options HTML 135K
Outstanding and Exercisable (Detail)
79: R61 Equity Incentive Plans - Schedule of Fair Value of HTML 45K
Option Award and ESPP on Grant Date (Detail)
80: R62 Equity Incentive Plans - Summary of Stock-Based HTML 40K
Compensation Expense (Detail)
81: R63 Income Taxes - Additional Information (Detail) HTML 82K
82: R64 Income Taxes - Schedule of Net Loss before HTML 37K
Provision for Income Taxes (Detail)
83: R65 Income Taxes - Components of Provision for Income HTML 50K
Taxes (Detail)
84: R66 Income Taxes - Schedule of Deferred Tax Assets HTML 75K
(Liabilities) (Detail)
85: R67 Income Taxes - Schedule of Reconciliation of HTML 53K
Statutory Federal Income Taxes to Effective Taxes
(Detail)
86: R68 Income Taxes - Schedule of Aggregate Changes in HTML 39K
Balance of Gross Unrecognized Tax Benefits
(Detail)
87: R69 Information about Geographic Areas - Additional HTML 30K
Information (Detail)
88: R70 Information about Geographic Areas - Schedule of HTML 46K
Revenues by Geographic Area (Detail)
89: R71 Information about Geographic Areas - Schedule of HTML 35K
Long-Lived Assets by Geographic Area (Detail)
90: R72 Commitments and Contingencies - Additional HTML 63K
Information (Detail)
91: R73 Commitments and Contingencies - Schedule of Future HTML 67K
Minimum Commitments for Leases (Detail)
92: R74 Quarterly Results of Operations - Schedule of HTML 50K
Selected Quarterly Results of Operations (Detail)
94: XML IDEA XML File -- Filing Summary XML 168K
93: EXCEL IDEA Workbook of Financial Reports XLSX 114K
13: EX-101.INS XBRL Instance -- tsla-20151231 XML 4.52M
15: EX-101.CAL XBRL Calculations -- tsla-20151231_cal XML 226K
16: EX-101.DEF XBRL Definitions -- tsla-20151231_def XML 741K
17: EX-101.LAB XBRL Labels -- tsla-20151231_lab XML 1.64M
18: EX-101.PRE XBRL Presentations -- tsla-20151231_pre XML 1.22M
14: EX-101.SCH XBRL Schema -- tsla-20151231 XSD 245K
95: ZIP XBRL Zipped Folder -- 0001564590-16-013195-xbrl Zip 244K
Exhibit 10.28B
Execution Version
SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 31, 2015, to that certain ABL Credit Agreement, dated as of June 10, 2015 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), among Tesla Motors, Inc. (the “Company”, and together with each Wholly-Owned Domestic Subsidiary of the Company that becomes a U.S. Borrower pursuant to the terms of the Credit Agreement, collectively, the “U.S. Borrowers”), Tesla Motors Netherlands B.V. (“Tesla B.V.”, and together with each Wholly-Owned Dutch Subsidiary of Tesla B.V. that becomes a Dutch Borrower pursuant to the terms of the Credit Agreement, collectively, the “Dutch Borrowers”; and the Dutch Borrowers, together with the U.S. Borrowers, collectively, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”), Deutsche Bank AG New York Branch, as Administrative Agent (the “Administrative Agent”) and as Collateral Agent, and the other agents party thereto.
RECITALS:
WHEREAS, the Company intends to form New B.V. (as defined below);
WHEREAS, Tesla B.V. will transfer certain of its assets (excluding assets included in the Dutch Borrowing Base) to New B.V;
WHEREAS, pursuant to Section 13.12 of the Credit Agreement, the Credit Agreement may be amended with the written consent of the Required Lenders and each Credit Party party to the Credit Agreement; and
WHEREAS, the parties now wish to amend the Credit Agreement in certain respects.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:
Section 1. Defined Terms. Unless otherwise specifically defined herein, each term used herein (including in the recitals above) has the meaning assigned to such term in the Credit Agreement.
Section 2. Amendments.
2.1 Amendments to Section 1.1 of the Credit Agreement. The following definitions shall be inserted into Section 1.1 of the Credit Agreement in appropriate alphabetical order:
“New B.V.” means Tesla International B.V., a company organized under the laws of the Netherlands and that is (or will be when formed) a Wholly-Owned Subsidiary of Tesla Motors Netherlands Coöperatief U.A.
“Tax Sharing Agreement” means a tax sharing agreement, entered into among New B.V., Tesla Motors Netherlands Coöperatief U.A., Tesla B.V. and any other Dutch Affiliates of Tesla B.V. who may become members of a fiscal unity (fiscal eenheid) with Tesla B.V. and the other Dutch Credit Parties from time to time party thereto.
“Second Amendment” means that certain Second Amendment, dated as of December 31, 2015, among the Company, Tesla B.V., the Administrative Agent and the Lenders party thereto.
2.2 Amendment to Section 8.25 of the Credit Agreement. Section 8.25 of the Credit Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:
“Fiscal Unity. No Dutch Credit Party is a member of a fiscal unity (fiscal eenheid) other than (a) a fiscal unity among the Dutch Credit Parties only or (b) so long as the Tax Sharing Agreement remains in full force and effect, a fiscal unity among the Dutch Credit Parties and other Dutch Affiliates of Tesla B.V. from time to time party to such Tax Sharing Agreement, Tesla Motors Netherlands Coöperatief U.A., and the New B.V.”
2.3 Amendments to Section 10.08 of the Credit Agreement. Section 10.08 of the Credit Agreement is hereby amended by deleting “or” at the end of clause (b) thereof, deleting the “.” at the end of clause (c) thereof and inserting “; or” in lieu thereof and inserting the following new clause (d) after clause (c) thereof:
“amend, modify, change or waive any term or provision of the Tax Sharing Agreement in a manner which is adverse to the interests of the Lenders in any material respect (as reasonably determined by the Company in consultation with the Administrative Agent).”
2.4 Amendment to Section 10.13 of the Credit Agreement. Section 10.13 of the Credit Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:
“Fiscal Unity. No Dutch Credit Party shall create or become a member of a fiscal unity (fiscal eenheid) other than (a) a fiscal unity among the Dutch Credit Parties only or (b) so long as the Tax Sharing Agreement remains in full force and effect, a fiscal unity among the Dutch Credit Parties and other Dutch Affiliates of Tesla B.V. from time to time party to such Tax Sharing Agreement, Tesla Motors Netherlands Coöperatief U.A. and the New B.V.
Section 3. Tax Sharing Agreement. The form of Tax Sharing Agreement referenced in the Credit Agreement (as amended by this Agreement) has been provided to the Administrative Agent.
Section 4. Conditions. This Agreement shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):
(a) The Administrative Agent shall have received a counterpart of this Agreement, executed and delivered by the Credit Parties, the Administrative Agent and the Required Lenders.
(b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent and the Lenders on or prior to the Amendment Effective Date shall have been paid.
(c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “Material Adverse Effect” shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).
(d) No Default or Event of Default shall exist on the Amendment Effective Date.
(e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 4(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date.
Section 5. Representations and Warranties, etc. The Borrowers hereby confirm, reaffirm and restate that each of the representations and warranties made by any Credit Party in the Credit Documents is true and correct in all material respects on and as of the Amendment Effective Date (it being understood and agreed that (x) any
representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects). The Borrowers represent and warrant that, immediately after giving effect to the occurrence of the Amendment Effective Date, no Default or Event of Default has occurred and is continuing. The Borrowers represent and warrant that each Credit Party (i) has the Business power and authority to execute, deliver and perform the terms and provisions of this Agreement and has taken all necessary Business action to authorize the execution, delivery and performance by thereof and (ii) has duly executed and delivered this Agreement, and that this Agreement constitutes a legal, valid and binding obligation of the Borrowers enforceable against each Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
Section 6. Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflicts of law principles that would result in the application of any law other than the law of the State of New York).
Section 7. Effect of This Agreement. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Lender or Agent under the Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document in similar or different circumstances.
Section 8. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or electronic transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof.
Section 9. Miscellaneous. This Agreement shall constitute a Credit Document for all purposes of the Credit Agreement. The Borrowers shall pay all reasonable fees, costs and expenses of the Administrative Agent incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
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TESLA MOTORS, INC. |
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By: |
/s/ Jason Wheeler |
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Name: Jason Wheeler |
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Title: Chief Financial Officer |
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TESLA MOTORS NETHERLANDS B.V. |
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By: |
/s/ Todd Maron |
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Name: Todd Maron |
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Title: Managing Director |
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[Second Amendment to Credit Agreement – Signature Page]
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DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent and a Lender |
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By: |
/s/ Michael Shannon |
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Name: Michael Shannon |
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Title: Vice President |
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By: |
/s/ Ming K. Chu |
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Name: Ming K. Chu |
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Title: Vice President |
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[Second Amendment to Credit Agreement – Signature Page]
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Bank of America, N.A., as an Issuing Lender and a Lender |
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By: |
/s/ Robert M. Dalton |
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Name: Robert M. Dalton |
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Title: Senior Vice President |
[Second Amendment to Credit Agreement – Signature Page]
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JPMorgan Chase Bank, N.A., as an Issuing Lender and a Lender |
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By: |
/s/ Jeannette Behm |
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Name: Jeannette Behm |
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Title: Authorized Officer |
[Second Amendment to Credit Agreement – Signature Page]
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Morgan Stanley Senior Funding, Inc., as a Lender |
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By: |
/s/ Emanuel Ma |
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Name: Emanuel Ma |
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Title: Vice President |
[Second Amendment to Credit Agreement – Signature Page]
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WELLS FARGO BANK, N.A., as a Lender |
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By: |
/s/ Krista Mize |
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Name: Krista Mize |
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Title: Authorized Signatory |
[Second Amendment to Credit Agreement – Signature Page]
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CITIBANK, N.A., as a Lender |
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By: |
/s/ K. Kelly Gunness |
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Name: K. Kelly Gunness |
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Title: Vice President and Director |
[Second Amendment to Credit Agreement – Signature Page]
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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender |
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By: |
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Name: Mikhail Faybusovich |
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Title: Authorized Signatory |
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By: |
/s/ Karim Rahimtoola |
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Name: Karim Rahimtoola |
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Title: Authorized Signatory |
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[Second Amendment to Credit Agreement – Signature Page]
[Second Amendment to Credit Agreement – Signature Page]
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/24/16 | S-8 | ||
| For Period end: | 12/31/15 | SD | ||
| 6/10/15 | 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 10/13/16 SEC UPLOAD¶ 9/15/17 1:35K Tesla, Inc. |