false 0001318605 0001318605 2019-09-26 2019-09-26










Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 26, 2019


Tesla, Inc.

(Exact Name of Registrant as Specified in Charter) 












(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)




3500 Deer Creek Road

Palo Alto, California 94304

(Address of Principal Executive Offices, and Zip Code)


(650) 681-5000

Registrant’s Telephone Number, Including Area Code


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock


The Nasdaq Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.





Item 1.01.

Entry into a Material Definitive Agreement.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Agreement of a Registrant.


China In-Transit Financing Facility


On September 26, 2019, Tesla Automobile (Beijing) Co., Ltd. (“Tesla Beijing”), a subsidiary of Tesla, Inc. (“Tesla”), entered into a Facility Agreement and a related Statement Letter (together, the “China In-Transit Financing Facility”) with China Merchants Bank Co., Ltd., Beijing Branch (“CMB”) for an unsecured 12-month revolving facility of up to RMB 5.0 billion to finance vehicles in-transit to China.


Each drawdown under the China In-Transit Financing Facility is subject to certain conditions precedent, including reporting requirements with respect to the vehicles purchased and imported by Tesla Beijing and certain cash deposit requirements.


Outstanding borrowings pursuant to the China In-Transit Financing Facility will accrue interest at a variable rate no greater than 90% of the one-year rate published by the People’s Bank of China. Tesla Beijing is subject to certain customary covenants and events of default.



Item 2.02.

Results of Operations and Financial Condition.

Item 7.01

Regulation FD Disclosure.


2019 Third Quarter Vehicle Production and Deliveries


On October 2, 2019, Tesla published the press release which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


This information is intended to be furnished under Items 2.02 and 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.



Item 9.01.

Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.




Press Release of Tesla, Inc., dated October 2, 2019.


Cover Page Interactive Data File (embedded within the Inline XBRL document).






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














/s/ Zachary J. Kirkhorn





Zachary J. Kirkhorn

Chief Financial Officer


Date: October 2, 2019




Exhibit 99.1


Tesla Q3 2019 Vehicle Production & Deliveries


In the third quarter, we achieved record production of 96,155 vehicles and record deliveries of approximately 97,000 vehicles.








Subject to lease accounting

Model S/X




Model 3









In addition, we achieved record net orders in Q3 and are entering Q4 with an increase in our order backlog. As was also the case in Q2, nearly all of our Model 3 orders were received from customers who did not previously hold a reservation, solidifying the transition to generating strong organic demand. We are continuing to focus on increasing production to meet that demand.




Our net income and cash flow results will be announced along with the rest of our financial performance when we announce Q3 earnings. Our delivery count should be viewed as slightly conservative, as we only count a car as delivered if it is transferred to the customer and all paperwork is correct. Final numbers could vary by up to 0.5% or more. Tesla vehicle deliveries represent only one measure of the company’s financial performance and should not be relied on as an indicator of quarterly financial results, which depend on a variety of factors, including the cost of sales, foreign exchange movements and mix of directly leased vehicles.