SEC Comment Letter for Tesla, (TSLA) — May 2, 2017
Tesla, Inc.
Date: May 2, 2017 · CIK: 0001318605 · Accession: 0000000000-17-015307
AI Filing Summary & Sentiment
Letter
May 2, 2017 Deepak Ahuja Chief Financial Officer Tesla, Inc. 3500 Deer Creek Road Palo Alto, California 94304
Re: Tesla, Inc. Form 10-K for Fiscal Year Ended December 31, 2016 Filed March 1, 2017 File No. 001 -34756
Dear Mr. Ahuja :
We have reviewed your filing an d 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 these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Liquidity and Capital Resources, page 48
Cash Flows from Operating Activities, page 49
1. Please provide an analysis of material changes between comparable periods pur suant to Instructions 1 and 4 of Instructions to Item 303(a) of Regulation S -K. Your current disclosure appears to only repeat items identified in the statement of cash flows and to reference to noncash factors instead of discuss ing the period to period chan ges, including facts and circumstances leading to these changes . Your analysis should address material items and insights that contributed to the change in operating cash. In this regard, refer to item 1 of Section IV.B of “Interpretation: Commission Gui dance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations” for guidance.
Contractual Obligations, page 50
2. Please tell us your consideration of including resale value guarantees in your table of contractual obli gations pursuant to Item 303(a)(5)(ii)(D) of Regulation S -K.
Deepak Ahuja Tesla, Inc. May 2, 2017 Page 2
3. Please tell us and revise your disclosure to state whether your presentation of long term debt in your table of contractual obligations includes scheduled interest payments.
Notes to Consolid ated Financial Statements
Note 2 – Summary of Significant Accounting Policies, page 60
4. We note your disclosure on page 24 of recalls that occurred during 2015 and 2016 and reports of a recent recall affecting 53,000 vehicles. Please tell us and disclose your accounting policy for recalls.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Amy Geddes at 202 -551-3304 or Doug Jones at 202 -551-3309 if you have questions regarding comments on the financial statements and related matters. Please contact me at 202-551-3380 with any other questions.
Sincerely,
/s/ Lyn Shenk
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May 2, 2017
Deepak Ahuja
Chief Financial Officer
Tesla, Inc.
3500 Deer Creek Road
Palo Alto, California 94304
Re: Tesla, Inc.
Form 10-K for Fiscal Year Ended December 31, 2016
Filed March 1, 2017
File No. 001 -34756
Dear Mr. Ahuja :
We have reviewed your filing an d 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 these comments within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Liquidity and Capital Resources, page 48
Cash Flows from Operating Activities, page 49
1. Please provide an analysis of material changes between comparable periods pur suant to
Instructions 1 and 4 of Instructions to Item 303(a) of Regulation S -K. Your current
disclosure appears to only repeat items identified in the statement of cash flows and to
reference to noncash factors instead of discuss ing the period to period chan ges, including
facts and circumstances leading to these changes . Your analysis should address material
items and insights that contributed to the change in operating cash. In this regard, refer to
item 1 of Section IV.B of “Interpretation: Commission Gui dance Regarding Management's
Discussion and Analysis of Financial Condition and Results of Operations” for guidance.
Contractual Obligations, page 50
2. Please tell us your consideration of including resale value guarantees in your table of
contractual obli gations pursuant to Item 303(a)(5)(ii)(D) of Regulation S -K.
Deepak Ahuja
Tesla, Inc.
May 2, 2017
Page 2
3. Please tell us and revise your disclosure to state whether your presentation of long term debt
in your table of contractual obligations includes scheduled interest payments.
Notes to Consolid ated Financial Statements
Note 2 – Summary of Significant Accounting Policies, page 60
4. We note your disclosure on page 24 of recalls that occurred during 2015 and 2016 and
reports of a recent recall affecting 53,000 vehicles. Please tell us and disclose your
accounting policy for recalls.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Amy Geddes at 202 -551-3304 or Doug Jones at 202 -551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact me at 202-551-3380 with any other questions.
Sincerely,
/s/ Lyn Shenk
Lyn Shenk
Branch Chief
Office of Transportation and Leisure