Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Report.

(a) On March 6, 2013, the audit committee of the board of directors of Tesla Motors, Inc. ("Tesla" or the "Company") and management of the Company concluded, after discussion with Tesla's independent registered public accounting firm, PricewaterhouseCoopers LLP, that the consolidated statements of cash flows included in Tesla's Quarterly Reports on Forms 10-Q for the periods ended March 31, 2012, June 30, 2012 and September 30, 2012, should no longer be relied upon as a result of an error in the presentation of certain non-cash capital expenditures included in Tesla's consolidated statements of cash flows. In those previously issued consolidated statements of cash flows, amounts related to purchases of property and equipment that were not paid at each of the balance sheet dates in those interim periods ended March 31, June 30 and September 30 for 2012 and 2011, were erroneously included as cash outflows from investing activities and cash inflows from operating activities. This had the effect of overstating cash flows from investing activities and understating cash flows from operating activities by a like amount.

It is important to note that the restatements have no impact on previously reported total cash and cash equivalents, consolidated income statements, consolidated balance sheets, or free cash flows (defined as cash flow from operations less capital expenditures), including those reported in the Company's earnings release on February 20, 2013.

The impact of the restatement to the Company's previously filed consolidated statements of cash flows for the first three quarters of 2012 is contained in Note 17 of Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2012, as filed on March 7, 2013.

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