SecProbe.io

Mail Stop 3561
September 16, 2016

Jason Wheeler
Chief Financial Officer
Tesla Motors, Inc.
3500 Deer Creek Road
Palo Alto, CA 94304

Re: Tesla Motors, Inc.
  Registration Statement on Form S-4
Filed August 31, 2016
  File No. 333-213390
  Form 10 -K for the Fiscal Year Ended December 31, 201 5
  Filed February 24, 2016
  Form 8 -K
  Furnished  August 3, 2016
  File No. 001 -34756

Dear Mr. Wheeler :

We have reviewed your registration statement  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 this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your regist ration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. You state that cash will be issued in lieu of fractional shares.  Please provide your
analysis regarding the applicability of Rule 13e-3 to the merger transaction given that the
exception in Rule 13e -3(g)(2) requires that security holders are offered or receive only an
equity security.  In your response, please address : (i) the number of SolarCity security
holders who, giving effect to the Exchange Ratio, would be subject to cash disposition of
fractional interests; (ii) the estimated aggregate amount of cash payable to dispose of
fractional interests; and (iii) the num ber of SolarCity security holders , if any, who would

Jason Wheeler
Tesla Motors, Inc.
September 16, 2016
Page 2

 be effectively cashed out after giving  effect to the cash disposition of fractional interests .
We note in this regard that Question and Answer 11 in Exchange Act Release No. 34 -
17719 (Apr. 13, 1981) add resses only a scenario where security holders are offered an
election to receive cash.

2. Please provide us copies of the “board books” and any other materials provided to the
boards and management of Tesla and SolarCity in connection with the proposed
transaction, including all presentations made by the financial advisors.

Question and Answers, page 1

What is the strategic rationale for combining Tesla and SolarCity at this time, page 1

3. Please briefly summarize the potential negative effects of the merger considered by the
boards of directors of Tesla and SolarCity.

What will happen if I fail to vote or vote to abstain from voting, page 6

4. Please reconcile your statement  that, with respect to SolarCity stockholders, a vote to
abstain will have no ef fect on the SolarCity Merger Proposal for the purposes of
satisfying majority approval by holders other than Excluded SolarCity Parties  with your
disclosure in the last full paragraph on page 51.

Summary, page 11

 Interests of Tesla’s Directors and Execu tive Officers in the Merger, page 16

5. Please quantify here the interests that the directors and officers of Tesla and SolarCity
may have that differ from the interests of other stockholders.

Voting Agreement, page 22

6. Please clarify in the second bullet  point and on page 133  that the Voting Agreement also
provides that the EM Stockholders may at their option vote their shares entirely or in
greater proportion in favor of a SolarCity superior proposal.

Future Liquidity Needs of the Combined Company, page  23

7. We note your disclosure on page 23 that you are currently planning to raise additional
funds by the end of the year.  Please provide an estimate of the amount of  funds you hope
to raise to meet your business goals.

Jason Wheeler
Tesla Motors, Inc.
September 16, 2016
Page 3

 Risk Factors, page 35

The Merger  will involve substantial costs, page 38

8. Please quantify the estimated costs and expenses  Tesla and SolarCity have incurred and
expect to continue to incur in connection with  the merger and the Tesla share issuance .

Risks Related to the Business of the  Combined Company Following the Merger, page 41

In connection with the Merger, Tesla is planning to refinance, page 42

9. Please describe  the magnitude of this risk by quantifying the potential mandatory
prepayment amount if holders of SolarCity’s indebtedn ess exercise their termination
rights to the extent trigger ed by the closing of the merger .

The Tesla Special Meeting of Stockholders, page 47

Quorum, page 47

10. Please reconcile y our disclosure on page 47 that broker non -votes “ will be counted as
present for purposes  of establishing  a quorum” at the Tesla special meeting with  your
disclosure on page 48 that shares held in “street name ,” where  nominee s submit unvoted
proxies, will not be counted for purposes of determining a quorum.

Abstentions and Broker Non -Votes, page 48

11. Please tell us how you determined that a vote to abstain from voting on the Tesla Merger
and Share Issuance Proposal will have no effect on the proposal given that approval
requires the affirmative vote of the majority of total v otes cast and  the majority of votes
cast by holders other than the Excluded Tesla Parties.

The Merger, page 55

Background of the Merger, page 55

12. In the background of the May 31, 2016 Tesla board meeting, please briefly discuss
whether the board consid ered the potential  impact on Tesla management’s time and
resources in determining to proceed with a potential strategic acquisition.  We note in this
regard your disclosure in the preceding paragraph and the fifth bullet point in the listing
of potential n egative factors on page 70.

Jason Wheeler
Tesla Motors, Inc.
September 16, 2016
Page 4

 Tesla’s Reasons for the Merger, page 68

13. Please place in context the fourth bullet point in the listing on page 69 of positive factors
by briefly describing the “costs and complexities” attributable to potential conflicts of
interest and, to the extent you are able, include an estimate of these c osts.

Miscellaneous, page 96

14. Please disclose any material relationships that existed between SolarCity and Lazard in
the last two years or that is contemplated, and any compensation received or to be
received as a result of such relationships.

Certain  Tesla and SolarCity Unaudited Prospective Financial Information, page 97

15. Refer to the third sentence of the third full paragraph on page 98.  It is inappropriate for
Tesla to disclaim responsibility for the accuracy of disclosure in the joint proxy
statement/prospectus.  Additionally, the statement that “Tesla cannot provide any
assurance that the assumptions underlying the Tesla Public Forecasts are or were
reasonable” is inconsistent with your disclosure on page 86 that Tesla’s management
advised Lazard  that the Goldman Report was a reasonable basis upon which to evaluate
the future financial performance of Tesla.  Please revise accordingly.

Exchange of Shares in the Merger, page 111

16. Please clarify the procedures for the exchange of SolarCity shares he ld in street name,
including the distribution of cash in lieu of fractional shares.

U.S. Federal Income Tax Consequences, page 135

17. Please clarify that the disclosure in this section addresses the material U.S. federal
income tax consequences of the Mer ger.  References to a “general discussion” or that the
discussion “is for general information only” are not appropriate.

Unaudited Pro Forma Condensed Combined Financial Information , page 138

18. We note your disclosure on pages 42 and 134 that appears to indicate that in connection
with the merger you are planning to refinance a significant amount of indebtedness.
Please confirm that the terms of any debt agreements entered into in connection with the
merger will be reflected in the pro forma financial in formation in a later amendment to
the extent that you enter into such agreements.

Jason Wheeler
Tesla Motors, Inc.
September 16, 2016
Page 5

 Description of Tesla Common Stock, page 165

19. You state in the first paragraph that the disclosure in this section is qualified by
applicable provisions of Delaware law.  It is inappropriate  to qualify your disclosure by
reference to information that is not included in the joint  proxy statement/ prospectus or
incorporated by reference.  Please revise accordingly.

Stock Ownership of Certain Beneficial Owners . . . of SolarCity, page 171

20. Beneficial ownership is not determined by reference to  pecuniary interest for the
purposes of Exchange Act Rule 13d -3 and Instruction 2 to Item 403 of Regulation S -K.
Please revise the disclaimers in footnotes (7), (8) , and (10) on pa ge 172 and footnotes (5)
and (6) on page 105  accordingly .

Form 10 -K for the Fiscal Year Ended December 31, 2015

Management’s Discussion and Analysis, page 32

Results of Operations, page 38

21. A significant portion of your results of operations disclosure  is dedicated to stating, in
narrative, the dollar changes in accounts.  In addition, while you discuss certain factors to
which changes are attributable, you do not quantify the amounts related  to the factor(s)
nor analyze the underlying business reasons for the changes.  For example, you state that
the increase in revenues was primarily driven by the ramp in vehicle deliveries but do not
provide insights of the factors behind the ramp, list any  other factors (such as price vs
volume changes) nor analyze the underlying reasons for the changes.  As such, please
revise to provide a more robust discussion by:

 refocusing the narrative disclosure on analysis of the underlying business reasons
for the  individual factors ;
 consider using tables to present dollar and percentage changes in accounts, rather
than including such information in narrative form;
 consider using tables to list, quantify, and sum all of the materi al individual
factors to which changes in accounts are attributable;  and
 quantifying the effects of changes in both price and volume on revenues and
expense categories, where appropriate.

Refer to Item 303 of Regulation S -K and SEC Release No. 33 -8350.

22. Please provide the various component amounts of automotive and services and other
revenues for each period presented along with a discussion of the factors affecting their
changes.

Jason Wheeler
Tesla Motors, Inc.
September 16, 2016
Page 6

 23. We note your limited insight in your discussion and analysis of cost of a utomotive
revenues.  In that regard, please provide a comprehensive disclosure of your various cost
categories (cost of revenues, research and development expenses, and selling, general and
administrative expenses, etc.) along with a discussion of the fact ors behind their changes
to the extent that they are material to readers’ understanding of your operations.

Liquidity and Capital Resources, page 40

24. We note your disclosure that sources of cash are predominately from your deliveries of
vehicles, as well as customer deposits, sales of regulatory credits, proceeds from
financing activities, Tesla Energy products, and repair and maintenance services.  You
state that you expect your c urrent sources of liquidity, including cash and cash
equivalents, together with your current projections of cash flow from operating activities,
will provide you with adequate liquidity over the next 12 months based on you current
plans.

We also note  that you have not generated  positive operating cash flow in the last two
fiscal years.  In light of your disclosure that you antici pate significant capital
expenditures , please expand you r discussion to disclose your plan to finance those
expenditures  and your  operations.  Also, please clearly state that you have not generated
positive operates cash flows in the past two fiscal years and when you anticipate that you
will generate positive operating cash flows, if at all.   We also note that a portion of your
$1.2 billion cash and cash equivalent are held in foreign subsidiaries.  Please revise to
specify the extent to which this portion is available for use on a current basis without tax
repatriation.

25. Please expand your disclosure of cash flows from operating ac tivities to quantify factors
to which material changes in cash flows are attributed and explain the underlying reasons
for such changes.

Consolidated Financial Statements, page 45

Consolidated Statements of Cash Flows, page 51

26. Please tell us the nature of amounts classified as fixed asset disposal and why the
presentation of  these amounts as operating cash flows is appropriate.

Jason Wheeler
Tesla Motors, Inc.
September 16, 2016
Page 7

 Notes to Consolidated Financial Statements, page 52

Note 2 – Summary of Significant Accounting Policies , page 52

Vehicle Sales to Leasing Partners with a Residual Value Guarantee, page 53

27. Please quantify for us the components of “net increase in resale value guarantee” in the
roll forward of the resale value guarantee liability in the table on page 54.

Form 8 -K Fur nished August 3, 2016

28. We note that you adjust your non -GAAP measures to add back the deferred revenue and
related costs for cars sold with resale value guarantees and where you collected the
purchase price in cash, which substitutes an individually tailor ed measurement method
for those of GAAP.   Please describe the changes you expect to make to your presentation
in light of the new guidance in Question 100.04 of the updated Compliance and
Disclosure Interpretations  issued on May 17, 2016.

29. We note that yo u omit a quantitative reconciliation with respect to your forward looking
non-GAAP guidance, but you do not provide the disclosures required when the
reconciliation is omitted.  In your next earnings release, please follow the guidance in
Question 102.10 o f the updated Compliance and Disclosure Interpretations  issued on
May 17, 2016.   Please tell us how you plan to comply with this guidance.

30. We note that your current disclosure about the usefulness of your non -GAAP measures
appears to be boilerplate.   In your next earnings release, please provide a substantive
discussion of how your non -GAAP measures are useful to investors.   Refer to Item
10(e)(1)(i)(C) of Regulation S -K.

31. Please retitle “cash flow from core operations,” which includes significant financing cash
flows, so that it is not confused with a measure of operating cash flows and label it as a
non-GAAP measure where presented.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certai n that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy
and adequacy of the disclosures they have made.

Jason Wheeler
Tesla Motors, Inc.
September 16, 2016
Page 8

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging t hat:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting purs uant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as conf