Tesla Solarcity Presentation Investor

SOLARCITY CORP Filed by TESLA MOTORS INC

FORM 425

(Filing of certain prospectuses and communications in connection with business combination transactions)

Filed 10/25/16 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year

3055 CLEARVIEW WAY SAN MATEO, CA 94402 650-638-1028 0001408356 SCTY 3711 - Motor Vehicles and Passenger Car Bodies Auto & Truck Manufacturers Consumer Cyclicals 12/31

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Filed by Tesla Motors, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Filer: Tesla Motors, Inc. Subject Company: SolarCity Corporation Form S-4 File No.: 333-213390 Date: October 25, 2016 The following presentation was given by Tesla to Institutional Shareholder Services Inc. on October 25, 2016. * * * *

TESLA TO ACQUIRE SOLARCITY TESLA Solarcity Presentation to Proxy Advisory Firms October 2016

DISCLAIMERSF O R (“SolarCity”) W A R D—Land OOK IN G S T A Inc. TEM E N T Sand ; Athe DD I T I O Ncompany’s A L I N Ffuture O R Mfinancial A T I Ocondition, N Certain performance statements inand thisoperating document,results, including statements relating to the proposed combination SolarCity Tesla Motors, (“Tesla”) combined strategy and plans are “forward-looking statements” of within the Corporation meaning of as theofPrivate Securities Actno of duty 1995. forward-looking statements areInsubject to numerous assumptions, risks and which change overfiled time.with Forward-looking statements speak only the date theyand are Litigation made identified and Reform we assume toThese update forward-looking statements. addition factors previously disclosed in uncertainties Tesla’s and SolarCity’s reports the U.S. Securities and Exchange Commission (the “SEC”) those elsewhere in this document, the following factors, among others,tocould cause actual results to differ materially from forward-looking statements and historical performance: the ability to obtain regulatory approvals and meet other closing conditions to the transaction, including requisite approval by Tesla and SolarCity stockholders, on a timely basis or at all; delay in closing the transaction; the ultimate outcome and results of integrating the operations of ongoing Tesla andoperations SolarCityand andnecessary the ultimate ability to realize synergies and other benefits; business disruption following the transaction; the availability and access, in general, of of funds to meet debt obligations andmanner, to fund capital expenditures; and theprovisions.The ability to comply with allreview covenants in the indentures and credit facilities of Tesla and SolarCity, any violation which, if not cured in a timely could trigger a default of other obligations under cross-default foregoing of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the Risk Factors included in Tesla’s and SolarCity’s most recent reports on Form 10-K Any and Form 10-Q and other documents oforTesla and SolarCity on file with theare Securities and Exchange Commission. Tesla’s and SolarCity’s SEC filings are available publicly on the SEC’s website at www.sec.gov. forward-looking statements made incorporated by reference herein qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by undertake us will be no realized or, even if substantially realized, that forward-looking they will have thestatement, expected whether consequences to, orofeffects on, us or ourfuture business or operations. Except to the extent required applicable law, andR SolarCity obligation toOupdate publicly or revise any as each a result new information, developments orIn otherwise.I Mwith PO RT A N T AbyD D I T ITesla ON A LTesla INF O M A T I O N A N D W H E R E T F I N D I TThe transaction will be submitted to the stockholders of of SolarCity and Tesla for their consideration. connection the proposed merger, has filed with the SEC a Registration Statement on Form S-4 (Registration Statement No. 333-213390) containing a joint proxy statement/prospectus of SolarCity and Tesla. The Registration Statement was declared effective the SEC on October 12, 2016, and SolarCity and Tesla mailed the definitive joint statement/prospectus to SOLARCITY stockholders ofAND SolarCity andARE TeslaURGED on or about October 13, DEFINITIVE 2016. Tesla and SolarCity also plan to fileby other relevant documents concerning the proposed transaction. INVESTORS ANDproxy SECURITY HOLDERS OF TESLA TOOR READ THE JOINT PROXY STATEMENT/ PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION INCORPORATED BY REFERENCE IN THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY AND INfree THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT ABOUT THE PROPOSED TRANSACTION. You maytoobtain of all documents filedtowith SEC regarding this transaction, of or charge, at the SEC’s website, www.sec.gov.N O O in F Fany ER OINFORMATION R S O LinI which CITA T I offer, O NThis document does constitute an offer sell to orcopies the solicitation of an offer buy the any securities or a solicitation of any vote approval norof shall there be any sale of except securities jurisdiction such solicitation sale not would unlawful prior registration or qualification under theNsecurities No offering securities shall made by means of a prospectus meeting the requirements of or Section 10and of be the Securities Act of 1933, as amended. Pdeemed A R T to IC IPparticipants A TS I Nin T laws H Esolicitation SofOany L Isuch C IofTjurisdiction. A T I Ofrom NSolarCity, Tesla, and certain of be their respective directors, executive officers and other members of management employees, under SEC rules may be be the proxies SolarCity and Tesla stockholders in connection with the proposed transaction. Information regarding the interests of the persons who may, under the rules of the SEC, be deemed participants in the solicitation of SolarCity and Tesla stockholders in connection withofficers the proposed transaction is definitive set forth inproxy the definitive joint proxy statement/prospectus, which was filed with the SEC on October 12, 2016. You can find more detailed information about SolarCity’s executive and directors in its statement filed with the SEC on April 21, 2016. You can find more detailed information about Tesla’s executive officers and directors in its definitive proxy statement filed with the SEC on April 15, 2016.

T AEYRChief ’ S P RFinancial E S E N TOfficer E R S 3R?OTESLA B Y N .DCEONMH O L MIndependent DirectorE L O N M U S KChairman and Chief Executive OfficerT O D D M A R O NGeneral Counsel and Corporate SecretaryJ A S O N W HO ED EL

E ECUTIV E S U M M A R YCOMBINATION CONSISTENT WITH TESLA ’ S MISSION AND ACCELERATES LONG—TERM GROWTH Sand T Rconsumption A T E G Y• Tesla’s long-term purpose to help expedite theX a mine-and-burn a solar storage to accelerate transition to aissustainable futureS T Rmove A T Efrom G I value C C O M B I N Ahydrocarbon I O N C Reconomy E A TDrives E Stowards Tproduct HEW O R electric L D ’ Seconomy• Oand NL Y IFocused N T EbyGon R innovative AT E D S integration U Seach T Acompany’s I NofAenergy B L product E generation, E N Esuite R G and Y Cleveraging OM P A NTesla’s Y• Accelerates transition to sustainable enhancing the ofT solar development innovation fully integrating expertise the in electrical engineering andenergy by manufacturingH I G proposition H Lthe Y two C O companies M P L E+Mstorage• E N shared T A R ideals YO F and F E benefit R I N Gfrom S• Leverages Tesla’s design and manufacturing expertise to drive development of beautiful, differentiated and technologically superior products• Customers of have the combined offerings of solar products, energy storage and electric vehiclesTE S L A H A S A T R A C K R E C O R D O FI SEUNCCCI E E SS S• EV market leader and has built the world’s largest high-speed EV charging network • Develops innovative energy storage products (Powerwall and Powerpack)S U B S T A N T I A L C O S T E F F I C A Nyear D Rafter EVE N U E Apply S Y N Tesla E R Gcost I E discipline S D R I V and EIM PROVE D C A StoHthe F Lcombined O W • $150mm of direct cost synergies roadmap from salesand & cost marketing efficiencies and Tesla overhead savings expected to be achieved in the firstto full closing• partnership approach company’s capital expenditure structure• Combining and SolarCity allows for SolarCity’s products benefit from Tesla’s loyal customer following and large retail footprint, leading to the potential for significantly increased revenueT E S L A B O A R D O F D I R E C T O R S C O N D U C T E D A T H O R O U G H A N D F A and I R Pconsidered R O C E SitsS•financial Over theadvisor’s course ofview many meetings, and with the assistance of asset independent financialsolar and legal advisors, the Tesla Boardapproved of Directors reviewed the strategic and financial implications of the transaction was by the Teslaengaged Board after deliberation and arms-length extensive negotiationsT Ethat S LSolarCity AHASC O the N Dmost U C attractive TEDEX T Efor N STesla I V EinSthe H A R Eenergy H O Lindustry• D E R O The U T deal R E was A C H• Tesla has actively and comprehensive had discussionsdue withdiligence, investors .who C Ohold M a majority of Tesla unaffiliated shares• The vast majority of Tesla’s large institutional investors understand the strategic rationale of the combination and how it accelerates Tesla’s long-term strategy4 ? TESLA

AGENDA I . S T R A T E G I C R A T I O N A L EI I . F I N A N C I N G A N D L I Q U I D I T Y I I I . G O V E R N A N C E A N D P R O C E S SI V . C O N C L U S I O NA P P E N D I X5 ? TESLA . C O M

I. S T R A T E G I C R A T I O N A L E6 ? TESLA . C O M

A C C EALMINE-ANDE R A T I N and G T consumption E S L A ’ S LtoOdevelop N G—Tsustainable E R M S Tenergy R A T products E G YTESLA HAS ALWAYS SOUGHT TO HELP • Innovative vertical integration energy generation, storage EXPEDITE THE MOVE FROM BURN HYDROCARBON ECONOMY residential, commercial and to •ofutility-scale energy to TOWARDS A SOLAR ELECTRIC ECONOMYstorage products introduced in 2015 The Secret Tesla Motors Master Plan, August 2, 2006??Storage increasesTesla’s electric system efficiency, leading lower cost ?overall Storage allows for higher levels of renewable penetration, while supporting grid operations broadly• Gigafactory supports global scale production of lithium-ion batteries7 TESLA .customers C O M and grid operators??

T O D A Y ’ S E Transportation• N E R G Y L AOne-third N D S C AofPall ERecord Highconsumed CO2 Levels400300 PPM200-400,000 -200,000 -100,000 0 YearsSource: Mauna Loa Observatory, Vostok Ice Core, Law Dome Ice vehicles and CoreSustainable fossil fuels inthe thetransition United States is used in-300,000 transportation andEnergy anotherProduction• third is used in electricity production• Tesla created a market for electric established itself as theinworld’s fastest-growing accelerating to a sustainable energy futureUS of from total energy consumed is has produced from fossilmetric fuels• One-third fossil fuels produced consumed the United States usedautomaker, in transportation andsun’s another third isas used in electricity production• of CO2 emissions82% result fossilextend fuel combustion• ~ 7,000 million tons of CO2of all equivalent annually Source: U.S.isEPASolar Landscape• The potential a renewable energy source is 94% limited by systems intermittency; needs beyond daylight programs in the US threatens homeowners’ ability to sell excess generation back to the grid• Aesthetics and cost of current solar can beenergy significantly improved8 ? TESLA . Chours• O M Opposition to net metering

A I GE H Y C PO LE T R Y , SaTvertically R A T E integrated G I C C O energy MBIN A T I Ooffering NS T R end-to-end A T E G I Cclean C Oenergy MBIN A T I OWith N C R Model EATE T H EX, Wor O Model R L D 3, ’ Sa O N Lpanel Y I Nsystem, TEGR A aTPowerwall, EDSUSTAIN AH BL EL N E deploy RO GM Y and C MM PE AN Nenergy Y•ACreates products• S,SModel solar and consumers can consume in an efficient and sustainable way,company lowering minimizing dependence fossil fuelsaannual and thegrowth utility gridEXPAND ADDRESSA BL EMA R K Eopportunity T• Expandsin roof Tesla’s total addressable market to include the solar market, a $12bn(1) market in thecompanies US costs aloneand that isshared expected to grow at aon compounded rateofofsolar 15%products, andS 20% in the next 5 years• Huge market as five million US households replace roofs each year• Customers of the two have ideals and benefit from the combined offerings energy storage and electric vehiclesL EVE R A G E S C O R E C O M P E T E N C I E S O F E A C H C O M P A N Y• Tesla’s experience in design, engineering, and manufacturing will help to advance solar panel technology, including by making solar panels more aesthetically pleasing• Combination enables Tesla to provide the best possible installation service for Powerwalls and charging systems by utilizing SolarCity’s best-in-class installation team and also allows Tesla to leverage SolarCity’s in offering customer-friendly financing productsSUBSTANTIAL COST EFFICIENCIE S AND REVENUE SYNERGIES• $150mm of direct cost synergies expected in the first full year after closing, driven access by expertise salesto&sustainable marketing efficiencies and and corporate & overhead savings• channel LeveragestrengthsG Gigafactory’s global scale battery cell production facility for reduced production costs• Drive revenue synergies through simplifying energy products leveraging complementary R E A T C U L T U R A L F I T• Shared mission of sustainability, innovation and overcoming challenges that stand in the way of progress toward these goals(1) Value of new US residential and commercial and industrial solar installations9 ? TESLA . C O M

C R E A T renewable E S T H E energy W O Rsource L D ’ Sdue ON Llower YI Ncomponent T E G R Acosts TED SU S T Aprices• I N A With B L Ethe E Nfederal E R GITC Y Cextended O M P Athrough N YS U2021 S T (from A I N its A Bprior L Eexpiration E N E R GinY2016), G E NUS E Rsolar A TisI O N• Solar become the most affordable to2021, and system expected to has account for more than operating electric generating capacity compared to just 0.3% at thetobeginning of this decade??In the first of 2016, solar accounted forintermittency 26% of all new electric generating capacity on-line in the6% of USSource:US Solar Market Insight Q3by2016, Greentechmedia• The ability fullyfor harness sun’s potential as anhalf energy source is limited by its and inability to access energy atbrought night ??Energy storage solves both these problems• Key Benefits of solar + storage: ??Store solar energy use atthe night??Provide emergency backup power??Shift energy consumption to create times when electricity is cheaper??Reduce peak demand charges??Participate in demand response programs??Reduces reliance on net-metering subsidiesS U S T A I N A B L E T R A N S P O R T A T I O N• To sustainable transportation, energy sources also need to be renewable. Solar is a highly efficient source of sustainable energy• Demand for battery electric vehicles has risen significantly in the past four years, growing at an ~85% CAGR in North American region• Declining battery costsservice and improvements vehicle range are expected to further accelerate growth of electric stations and sales and centers have in accelerated widespread adoption of electric vehicles10 ? TESLA . C vehicle O M adoption• Tesla’s product innovation, global network of world’s largest high-speed charging

L EETREWS A LL A L’ S/ G DR E SDI G N RE V X IPCEERSTRI O SE DGDPI O ST REIRBPUATCI O TF O TDW RA I VREE•S Accelerate O L A R Edevelopment N E R G Y AofDbeautiful, O P T I Odifferentiated NH I G H L Y C technologically O M P L E M Esuperior N T A Rproducts• Y O F F Leverage E R I N G SS O EL V AE R RP A OG W E OA FN I/ N W KN SO and Gigafactory’s ability to produce cellsIproducts thatSsupport combined Tesla SolarCity products, enabling greater economies seamless cost product for customers• Develop for residential, commercial and grid-scale applicationsCROSS -S E L of L Iscale NG S• Fully Y N Eintegrated R G I E Sproduct L overlapping E V Esuite R Afor G Ia N G T E Suser L Aexperience, D I Sordering T R Idelivering BU T I Oan N•improved, 190+ retaillowerlocations, 3 million engaged store visitors annually• Broadened growth opportunities viaSTesla’s international experience, installation and service contact• Potential to expand solar offerings into new USgeographic and international marketsT ESL A TORE S & G A L reach• L E R ICustomers E SS O L have ARC I T YC O Vproduct E R A interest• G E 11 ?Single TESLA .COM

D RIV IN GSHAR E Hthis OL D Eand RV A quickly L U E Ascale N D to R become E D U Cthe I Nworld’s G C U largest STOM E R Cion O Scell T SGIGAFAC TO R Y E By N Areducing B L E Sstorage L O Wcost C Owith S T EGigafactory N E R G Ycells, S T OTesla R A will G E•ramp Gigafactory is on to begin cell production later year will manufacturing facility• production ofEtrack energy storage products that energy Leverage Gigafactory’s ability tolithium produce cells that would combined Tesla / SolarCity products, scale DV R I VN SINNO V T OO Dcomplement U C TYDSETVsolar OOP SMTsystems• ES•NBy T• lowering Combining both companies’ technology expertise speeds thesupport development of new innovative productsI N Cenabling REA Sgreater E C Ueconomies S valueS T O MH Eof CTOF N NA DO L IS OVEWELEPLRRI N N—S EEMLC sales and installation costs, the from combined company provides a better customer experience and profitability increases shareholder IRFto R money OE M LIfrom EEANSCI ENA G T N G S O L A R• Tesla intends to continue the transition initiated by SolarCity leasing to selling solar systems• This transition improves and reduces the need raise investorsA C E L Ewill R Adrive TET R Aadoption N S I T Iand ON T O A S the U Stransition T A I N AtoBa L E F U T Ufuture, R E• Tesla’s electric vehicles areand catalyzing the transition to sustainable • In the same way, more compelling solar energyCsystems solar accelerate sustainable with lower customer costs greater energy security12 ? TESLA transportation .COM

SOLARCITY M A11% R K 8%7% E T L E7% A 7%6% D E R S6%5% H I PLEADERSHIP• SolarCity is the2014 #1 provider of residential and solar% O F S O L EARRTCIICTAYLMI A KG ER TS H RNModule E??Com m erc i al??Resident ial35% 33%25%17%14% 3%2009 2010 2011 2012 2013 2015Source: SolarCity Q2commercial 2016 earnings presentationV NR TNational E Asales TA IO Manufacturing• Highefficiency module manufacturing across multipleoptions facilities while alsoSolarCity’s nearing completion on a 1and GWmake manufacturing facility in BuffaloSales and Lead Generation• organization, with a substantial direct sales forceFinancing• Innovative solar help reduce cost of capital solar energy moresystems, accessible and affordableInstallation• Comprehensive approach to generation system installation, from obtaining necessary building permits tofinancing arranging for interconnection to the power gridMonitoring• Proprietary monitoring providing customers with a real-time view of high their energy and22%+?? consumption, ensuring continuing optimal system performanceINNOVATION• Highly differentiated technology portfolio??Leading solar cell and module technology that offers module efficiency of Efficient, mountinginsystems, offering superior aesthetics, fasternationwide installationsales and and lower cycle times• Low-cost energy of financing alternatives enables the lowest fully-installed cost in residentialattractive solar• Investment nationwide infrastructure??Experienced installation teams13 ? TESLA . Csupplier??Breadth OM

A C Q Uand I Sservice I T I O infrastructure, N I S T H E Rand I G H T Sengineering T R A T E and G Yconstruction T O M A X capabilities– I M I Z E S HRemove A R E Hduplication O L D E RinVsales A L U E•General No duplication of roles– Tesla can leverage SolarCity’s existing installer network,entities, customer support &Post-acquisition, Administrative functions• Seamlessly integrated products– As separate Tesla and SolarCity are each developing theirsolar ownleverage customerSolarCity’s apps, Powerwall aggregation software, and Powerpack controland algorithms. there be a single engineering team working toinformation develop a single of seamlessly integrated products Tesla can existing sales+tools (e.g.,and customer savings calculator) to develop sophisticated tools for will combined solar + storage offering• Perfect flow– suite Combined company hasthis full visibility into cost and productnot roadmap for solar storage, can pool technical/economic modelling skills, enabling aggressive bids into commercial & industrial (C&I) and utility projects– Can leverage combined know-how globally, just in SolarCity territory• Vertical Integration / No margin stacking– Residential, C&I and utility customers benefit from a single counterparty who is aii responsible for all system issues No margin stacking means combined company can offer customers a lower system price• $150mm of direct cost synergies expected to be achieved in first full year after closingHaw Case Study • First-of-its-kind utility scale solar +(non-daylight) storage system providing renewable energy is readily and available through storage• Tesla Powerpacks will storebysolar energy generated during daylight hours later dispatch during peak hours• reliable Will feed up tohave 13 MW of that electricity theconsistently grid to reduce peak demand• Ontotrack for substantial completion the end 2016• by SolarCity infor collaboration with Tesla.evening As a combined company, Tesla/SolarCity could further optimized onto design, schedule and project economics improve offering and increase margin14 ?of TESLA .Developed COM

W Y NtoOinstall W ?C and O Nintegrate V E R Gwith E N solar C E Osystems• F P R OSolarCity D U C T is R planning O A D Man A imminent P S• Teslalaunch is planning an imminent solar launch of next generation Powerwall and Powerpack– Products willand have increasedTesla’s energy expertise capacity and be H easier new, panels aAsolar significantly efficiency aesthetics– in in aesthetics and design enable rapid transition and seamless execution of new, improved panelsOofNInnovation T H improved E T Hand R E S H drives O L D and O F savings M Aroof R Kwith ETE X P Acustomers• N S improved I O N• Market dynamics suggest a forthcoming ramp up solar adoptionImproved aesthetics ofothe solar roof will make more desirable– g rpthe ebaaproduct dt yt et ro ypmuch h l y? dTESLA i f f e r. eCnO t iMascale te d in t e g cost r a t ed s o latipping r r o o fpoint s ys tfor e m sT e s l a ’Huge s n e market xt—g eopportunity n e n e r g yass tfive o r amillion g e p rUS oductsa rhouseholds e r e a d y treplace o s c a roofs l eG ieach g a fyearS a c t or yl aornCt ir tayc gk et totri anm pr ro od du uc ce thi iogn15

TESLA’S TRACK RECORD OF SUCCESS 18% EV Market Leader Over 160,000 Tesla and vehicles delivered to date – grew market share(1) from 8% in 2013 to 18% in 2015 Volume production deliveries of Model 3 scheduled forhighway late 2017range Features include battery packs world’s longest of 315 miles, vehicle dMODEL f 0 t 60 Sh SHARE i d d 4G LTE t k d tthat d t fachieve th i IN CURRENT TESLA MARKETS GLOBALLY( 1 ) W O R L D ‘ S F A S T E S T GROWINGCARCOMPANY 8% 11% 2013 2014 speeds ofupdates to2015 mph in under 3 seconds, over a network and a steady stream of over-the-air software Has Built the World’s Largest High-Speed EV Charging Networknetwork spanning North America, Europe and Asia ~715 high-speed supercharger stations in an expanding Number of stations expected tocharging greatly expand worldwide (1) Source: IHS Global Sales and Registrations, IHS Light Vehicle Forecast (Hong Kong), Tesla (Tesla Deliveries) Innovative Energy Storage lithium-ion Technologyenergy storage systems enable elegant and effective solar load shifting, Powerwall and Powerpack grid services, and backup power Energy storage applications range from single homes to large utility-scale projects, such as the Southern California Edison Mira Loma substation project, which, when complete, will efficiency, be the world’s largest lithium ion battery storage Offerings are differentiated by *Large Luxury Vehicle Market definedplant as: Tesla Model S, Audi A7/S7/RS7, Audi A8/S8, BMW 6-Series Gran Coupe, BMWPanamera; 7-high Series, Jaguar XJ/XJR, Lexus LS, Mercedes CLS-Class, Mercedes S-Class, Porsche excludes 2 door variants, and estate/wagon body styles complete system integration, compact footprint, and low cost Gigafactory Progress Expected to support the production of energy storage products and ~500,000 vehicles annually Estimated F A¦ TESLA.COM T E D to produce more lithium ion cells by 2018 than all of the world’s combined output in 2013 16 U L L Y V E R T I C A L L Y I N T E G R Design Manufacturing Sales Financing

C O N T I ~24,500 N U E Dvehicles, A B I L IanT increase Y T O Sof U 70% C C Efrom S S Q2 F U2016– L L YVehicle E X E Cproduction UTEMU L T I 25,185, P L E Pan R increase O J E C TofS37% S I M U LQ2 TA N E Gigafactory O U S L Y• development Q3 2016 was is best ever for Tesla partnership• for deliveriesContinued, and production– Delivered 2016• on quarter track–with uninterrupted product innovation with with several key product launches announced– All rose Teslatovehicles now producedvolume have from the hardware needed for fullscheduled self-driving capability NewPanasonic models such as Model S P100D with Ludicrous mode and Model X P100D Ludicrous mode were launched– Model onufuture worldwide Gigafactory o n t3r development a c k t o r a mon p btrack a t t with e r y p r o d uproduction c t i o nM and o d edeliveries l 3 d e l i v e r y s c for h e late d u l2017– e d f oOngoing r l a t e 2work 0 1 7F l l y eTesla q u i pvehicles• p e d witSales, hha rService d wa r and e f oSupercharger r s e l f—d r ilocations v i n g c continue a p a b i ltoi texpand y17 ? TESLA .CO M

R O A D Mfor Aboth PFO R S U C COver E S Sthe FU L I NofT2017 EGR T I O N• Joint integration team from both Tesla andcompany SolarCityunder led byTesla corporate development and3human resources• in the near-term is brand business continuity companies• course theAcombined company transition toEmployees operate as one Tesla will have products andPriority marketed under the Tesla Batteries, and Solar• Allreach employees will be Tesla Tesla’s will three products• together to name• drive growth in three products andsold develop joint product offerings• Shared–Autos, vision – Tesla brand and global will accelerate abilityemployees to realize supporting vision of sustainable energy future18 ? TESLAwill . Cbe O focused M

R E C E N T T processes• E S L A / PEntered A N A into S O aNnon-binding I C P A R Tletter N E RofSintent H I Pon AN N O U16, NC E MtoEcollaborate N TA N N on OU N C E M Ecell N Tand O Vmodule E R Vproduction I E W• Blending best from SolarCity & upon Panasonic in PV cell technology manufacturing 2016 photovoltaic Buffalo, New Tesla, York– Contingent shareholders’ approval of & Tesla’s acquisition SolarCity,atTesla will usefacility the cells and modules inOctober a solar system that will work seamlessly with Tesla’s energy storage in products (Powerwall and Powerpack)– Panasonic expected tobetween begin PV cell and moduleofproduction thethe Buffalo 2017– Tesla intends to energy provide a long-term purchase commitment collaboration extends the established relationship Tesla and Panasonic, which includes production ofinelectric vehicles and energy storage battery cellsS I G at N I F best I C Acost– Nfor T Technical Bthose E N cells E Fexpertise• Ifrom T S FPanasonic– O Enables R T E SThe L APartnership benefits include: –year Accelerated product development• Partnership enables accelerated production of high-efficiency, reliable solar cells and modules the Tesla to leverage Panasonic’s 30+ experience in manufacturing solar panels its valuable manufacturing expertise• Combines the best cell component technology from both companies and integrates Credibility• Partnering withand market leader such as Panasonic signals the value proposition and capabilities of the production facility19 ? TESLA . C O Mthem into the new solar modules that will be produced in Buffalo–

I I . FINANCING AND LIQUIDITY20 ? TESLA.COM

COMPLEMENTING STRONG BALANCE SHEETWITH SolarCity RETAIL AND PROJECT FINANCING CAPABILITIES• We expect SolarCity to reach cash breakeven cost and revenue capital expense Tesla successfully for 2CAO Pflow O T EUDSEwith N DPsynergies ROJE Cand T F I N A2012 NC ITesla’sprudent N G A N D Rproduct E T A Iand L Foperating I N ASound NC EQ U Imanagement• T and Y Tcorporate O E X P Pdebt R Opositions,• Dand UC T SSolarCity A S S O engages U Raccess C EinSthe O Fcapital C Afinancing Pmarkets ITAL F Btwo U Sdistinct I N Ecash Sreasons:1 Sfrom O P Esolar R TRI O NR SOARC TBOTcapital MAENRDE S• A Tesla’s equity rounds used offering• liquidity project topull forward installationsand redeploy for new customers• Tesla since partners with atoexpand global network offinancial institutions to provide attractiveretail financing sources for almost vehiclebolstered by recent pay down of near-term purchasesConvertible Notes• 3x expansion of cash androllout available liquidity onTesla’s balance sheet during 2016?? Three new funds created in the last 90 days to enable $1.0bn in solar projects, demonstrate SolarCity’s diversified pool of institutional investors??With of new loan offering inQ2 2016, cash and loan purchases??$1.6bn lease capacity in NorthAmerica alone with existing and newleasing partners, as well as successof loan products launched in May ‘16??$300mm asset-based retail lease21 ? TESLA.COMQ , pto represent 30% of salesfacility executed in the 3rd quarter tomonetize direct leases

SIGNIFICANT SYNERGIES• Leverage Tesla’s footprint to drive solar salesinleads consumer trust• Increase solarproduct leads from foot Global traffic in Tesla – customers O S TasSsolar YNER GIESR E V ECOST N U EAND S Y NREVENUE ESimplifying R G I E S• $150mm ofprocess direct cost synergies expected to be achieved first and fullyear after closingoverlapping interest• reach ofstores Tesla’s 190+ cross-selling??Significant storeshaveC and brand product expandsinternationally• the installcost for vehicle charging, solar and storageproducts• Cost synergies driven by:??Sales andcontactcosts marketing efficiencies enabled through corporate and overhead savings• Additional potential savings:??Lowering hardware TCO)• Single ordering experience, installation and service and total are cost of ownership (??Reducing installation and service costs??Improving manufacturing efficiency??Reducing customer acquisition through combined sales channels??Optimizing capital expenditure costs“There likely cost synergies due to operating overlaps…Management hasnoted $150 million in synergies, which we think is easily costs achievable“22 ? TESLA.COM

TESLA CONTINUES TO TACTICALLY ACCESSCAPITAL MARKETS FOR C O R P O R$750mm A T E F liquidity$550mm INANCINGC A P A B I L I T I E SCORPORATE FINANCING$1.7bn+ liquidityS T R O N GFollow-On• LIQUIDI T Y P Oof S successful I T I O N$205mm$920mm $1.4bnEquityDebtAvailable Liquidity$1.1bn$750mm+ $2.3bn$0.8bn$3.2bn+ $300mm avail. liquidityConvertible Debt MaturitiesEquity History execution, mosttorecently with aliquidity ~$1.7bnpositionaccelerate equity offering toIPO-2012 2013ramp 2014of2015 Year-to-Date Q2’16Cash andneeds Liquidity2018 2019 2021Liquidity and Liability Management• y , y $ q y g Yearto-date Tesla has prudently managed a >$3.0bn+ the production the 3–~$1.0bn Timing foravailable capital of the development of Model 3working mass market andTesla GigafactoryCorporate Debt• Successfully diversified capital structure and with expanded available liquidityp y gModel $ q yp– of committed sources of liquidity for capitalvehicle purposes– $300mm retail lease financing redeployed for new customers in addition to globalpartnerships lease providers• De-levered profile of the business with >$450mm of conversion requests received yearto-date, reducing the aggregate principal of 2018 maturities to $205mm23 ? TESLA.COM– $3.0bn issued in convertible markets and expanding $1.3bn in committed assetbasedfinancing from money center banks

SOLARCITY FUTURE AOSELF-FUNDED OU CR U E$1.4bn$5.2bn$0.7bn S O N R E V E N U EABS S T Hdebt+ A TT$1.1bn R A Nproject S L A leveldebt T E I N T$0.7bn85% OFREEC A S H F L O W SSalready E L F—F UNDEDP R O J Bonds??Convertible E C T F TO I N ALIGN A N C I debtProject N GE X PGROWTHWITH AFinancingSolar N D S C O R PAssets R ACash T E Flow C A PGeneration IMODEL$8.05bnF TALST RUC T serviced$3.4bn70% Solar Q2’16 Capital Structure Secured Asset-Based Debt Funds??Equity raised•serviced?Retail Ability to successfully generate cash flow from >$5bn solar assets deployed as offinancing Q2 2016, to generate ~$8bn incustomer cash Other flows Project over theFinancing life of theNon-Controlling contracts• Best in class project financing capabilities for contracted assets suchexcess as customer leases andoperations:– powerpurchase agreements (PPA)– Discrete structures created with andscale for institutional investors purchasing future cash• Accelerating sales via forrecognition cash purchase of and retail loans (launched lateQ2’16)– 5x increase in cash/loan sales vs. leases in recent quarter withmultiple financing partners to the loan business– Addresses GAAP losses due to timing mismatch costs and revenuesg p gflows, tax benefits or both• Any leverage used by these fund structures is non-recourse debt to the company and paid back bythe contracted customer payments — 50%+ of SolarCity debt is nonrecourse•project Provenfinancing– track record of ability to raise capital for solar systems installations f C SSuisse O 2016 30024 ? over TESLA.COMg– Complements ability to monetize customer Power respectively PurchaseAgreements (PPA)inand leases through Recently created two funds, one with Citi and one with Credit to finance 347mm in solar projects for homeowners and small businesses – Additionally September 2016, raised $305mm in a cash equity transaction with QuantumStrategic Partners

I I I . GOVERNANCE AND PROCESS25 ? TESLA.COM

BOARD PROCESST E S L AExpediting B O A R Dthe RE V I E WtoS aSsolar-electric T R A T E G economy I C O P Phas O R T Ulong-time N I T I E element SINTH O R Dstrategic I N A R plan• Y C OTesla U R Board S E• Tesla Board aexplored options to create areview more vertically integrated sustainable energy company– transition ofETesla’s performed thorough, comprehensive solar industry the independent Following this review, the been Tesla Board concluded that SolarCity was thelegal mostcounsel attractive asset forLipton)• Tesla inElon the solar energy industryR Oof B potential U S T P themselves R OCES S A Dany V targets Ivote S E by Dwith B I Nassistance DBoard E P E on NofD E N Trelating A D advisors• V ItoSthe OR S• Tesla engaged independent and outside and from theY Tesla matters transactionT Ethe S Lprocess, A B O including A R Dfinancial CO N Dadvisor UC T (Evercore) E D Tover H Othe RO UGH D EL I B E R(Wachtell A T IBoard ON Ocarefully VER Tevaluated HMusk ECO U Antonio Rtransaction S E O Gracias F Mfrom A Nrecused YMEETING S• Tesla Board met with its external advisors numerous times throughout 8 special meetings course of two months• Tesla the various perspectives and reviewed extensive due diligence, including from its independent financial advisorand outside legal counselT R A N S A C T I O N T E R M S A R R I V E D A T V I A A R M ’ S L E N G T H N EElon G OTIA T Antonio I O N SA P P R O V A L Pthemselves R O C E S S• Exchange determined based on the totality of due diligence review of SolarCity, including information discovered diligence• Tesla BoardGracias – with Musk and recusing rejected two ratio counterproposals SolarCity and ultimately on anexchange ratioTesla below thenew initial offer• Tesla Board – during with Elon Musk and Antonio recusing themselvesGracias – unanimously approved the– transactionTransaction must befrom approved by a majority of the settled votes cast by unaffiliated shareholders26 ? TESLA.COM

THE BOARD AND MANAGEMENT TEAM CONDUCTED A THOROUGHPROCESS OVER THEmanagement COURSE OF MEETINGS• May 31, 2016: Tesla Boardcompany• discussedJune the possible benefits and detriments acquiring aasolar energy company in the context Tesla’ssolar existing strategicplan, andthe instructed Tesla to MANY assessJune the potential ofmet a solar energy 5 – June 20, 2016: Tesla Board of performed comprehensive review of of potential industry targets with assistance independentadvisors• 2016:acquisition Tesla Board to exchange discuss strategic including a26, potential acquisition ofthorough, a solar energy company. Board ultimately decidedto move forward with anparticipating initialofoffer to acquire SolarCity in 20, an all-stock transaction at an ratiobusiness, ofalternatives, 0.122x—0.131x• Juneand 2016: SolarCity granted Tesla and its advisors access toThe an electronic data room; Tesla and itsfixed advisors began inof numerous duediligence sessions regarding, among other things, legal, financial regulatory matters• July 13, 2016: SolarCity proposed having consideration based on a value per share, inclusion a go-shop provision and a lower termination fee andrequested that Tesla consider providing short-term financing during the pendency oftoareview merger.diligence Tesla agreed to a including customarywith go-shop provision with a reducedtermination but required SolarCity obtain financing from a third party during the pendency of a merger• July 19, 2016: Tesla Board findings, respect SolarCity’s financing needs, andfee instructed its advisors to to reject theSolarCity Special Committee’s proposal that the acquisition consideration based on July amet fixed value share• July 22,to2016: Tesla Board met totoreview diligence findings and updated perspectives on valuation• July 23, 2016: SolarCity delivered a counterproposal of23rd a fixed exchange ratiobeofand 0.136x• 24, 2016:per Tesla Board met review diligence updates and valuation, including the July 23rd counterproposal. Following discussion, theexchange TeslaBoard rejected the July counterproposal authorized a revised proposal to acquire SolarCity at an exchange ratiodiscuss of 0.105x• July 26, 2016: SolarCity communicated a revised counterproposal at an ratio of 0.1265x• July 27, 2016: Tesla Board met to review diligence updates and discuss valuation, including the July 26th counterproposal. The Tesla Board rejected the July26th counterproposal and agreed to a revised proposal at an exchange ratioa of 0.110x, to which SolarCity agreed• July 30, 2016: The Tesla Board approved the proposed merger• July 31 agreement was 27 ? TESLA.COM• August 1, 2016: Tesla and SolarCity announced that they entered into merger agreement

INVESTOR OUTREACHTesla management and independent directors have activelyengaged with investors• Tesla conducted investor outreach,including extensive conversations with toph h of ldeTesla’s gaged es o sshareholders• Tesla’s discussions with have helpedthem better understand theit strategic rationale,capital structure ofcomprehensive SolarCity and processOVERNUMEROUSDISCUSSIONS• The vast majority large institutionalinvestors theinvestors strategic rationale of thecombination and how accelerates Tesla’s longtermstrategyT l ti t ti l ith itWITH TESLA’S LARGESTSHAREHOLDERS28 ? TESLA.COM• Tesla continues to actively engageunderstand with itsshareholder base

POSITIVE ANDthat MARKET SENTIMENTTesla isn’t just aitself. car company looking to the buyprocess asolar company. It’s also a battery tothis, linkthe its moresense two biggestitmarkets: greater importance, Musk has a INVESTOR marketadvantage his competitors arguably don’t:Tesla The cost carmaker is in ofmanufacture what But thecompany morenoted we thatwants researched made to energyOf combine Tesla with solarpanels. We believe they(electriccars). can make betterproducts efficiently There are likely synergies to operatingoverlaps…Management has $150million synergies, which we29think is easilyachievablesupply (solar) with energy demand Cheap and efficient batteries whatmake Tesla cars due possible, and they have thepotential to change the economics ofinsolar,too.News Juneto constructing a factory tothem itthinks will beefficiently, the most advanced battery yet.The advantages of this battery areare plainlyevident for Tesla cars reliant on batterypower, but the perceived synergies of suchan advance extend Solar City.products, make more andrealize tremendous savings by selling thetwo products together.Ronald Baron, Founder, Baron Capital,August 4, 2016Cowen, September 8, 2016Bloomberg News, 29, 2016TSLA retail stores offer SCTY the ability reduce customer acquisitionsituation…[and]Forbes, August 8,of2016The combination of Tesla Motors anda SolarCityis inevitable, offers attractive financial returns toIf so inclined, you could greater provide for tosignificantly all ofthe yourenergy needs withoutsolar ever plus leaving the TeslaForget the economies which areThe proposed merger [brings] widelyrecognized brand to the solar industry whichcosts andnot improve cash flow drive customer ramp of differentiated storageproducts as well as battery packs…FromTSLA’s standpoint, the acquisition makesexecution on the Powerwall side much easierand hardershareholders of both companies, and creates arenewable energy leader that is uniquelypositioned to catalyze a transformation of theenergy and transportation industries.Avondale Partners, June 28, 2016family. scale (significant), that’s can just reduce powerful branding. Andadding to solarTSLA’s is aboutretailsales to becomeincreasingly common, according to a recentanalysis bysolar Bloomberg Finance.News 21 couldTSLA’s29 acceptance? ofroof-top solar…SCTY customeracquisition costbatteries by leveraging network and brand recognition…There isnothing in the industryNew withEnergy brandawareness even June approaching TESLA.COMDeutsche Bank, June 22, 2016Bloomberg News, 21, 2016 Barclays, June 22, 2016

I V . CONCLUSION30 ? TESLA.COM

A HIGHLY COMPLEMENTARY, STRATEGIC COMBINATIONS TRATEG I C energy C O M products• B I N A TWith I O Na C R E AS,TModel E S T X, HE S O Npanel L Y system, I N T E and G RaAPowerwall, T E D S Uconsumers STAINA B deploy L EENERGY COMPANY• Creates aefficient vertically energy company offering end-to-end clean Model orWOR ModelLADDRESSAB 3,Da’ solar can andmarket consume in an andintegrated sustainable way, loweringcosts minimizing dependence on fossil annual fuels and the utility gridEXPANDS L E Huge M A Ropportunity K E T• Expands total addressable to includeenergy the solar market, a $12bn(1) market in the alone that and is expected to grow a compounded growth rate of15% 20% in the next 5 years• in roofTesla’s five US households replace roofs each year• Customers ofTesla’s theUS twoexperience companies have shared idealsatand benefit from the combined offerings ofand solar products, energy storage andbyelectric vehiclesL Emarket Vmore E R as Aaesthetically G E million SCOR E COMPETENC I E S O F E A C H COMPANY• in design, engineering, and manufacturing will help to advance solar panel technology, including making solar panels pleasing• Combination enables Tesla to provide the best possible installation service for Powerwalls and charging systems by utilizing SolarCity’s best-in-class installation team andalso allows Tesla to leverage SolarCity’s expertise in offering customer-friendly financing productsS and U Bcorporate STANT Ioverhead A L C O savings• S T E F FLeverage I C I E NGigafactory’s C I E S A N global DREV E Nbattery U E S cell Y Nproduction E R G I E facility S• $150mm of directproduction cost synergies expected in the first full year after closing, driven by sales & marketing efficiencies & scale for reduced costs• Drive revenue synergies through simplifying access to sustainable energy products and leveraging complementary channel strengthsG R E A T C U L T U R A L F I T31 ? TESLA.COM• Shared mission of sustainability, innovation and overcoming challenges that stand in the way of progress toward these goals(1) Value of new US residential and commercial and industrial solar installations

APPENDIX32 ? TESLA.COM

TESLA OVERVIEW• Leading vertically integrated provider of high-performance fully electric vehicles andcustomers energystorage productsD i d hi l i i biliti flexibility; bi d ith t h high-performance i l d t f t i t id t ithTesla FactsNASDAQ: TSLA–orDesign and vehicle engineering capabilities, combined with advancements of powertrain system, provide withlong range and recharging without compromised functionality; and energy efficiency andattractive costtechnical of ownership– Established network of vehicle sales and service centers and Supercharger stations Building batteryenergy manufacturing facilitydesign – Gigafactory to integratethe• battery material, cell, module battery pack production in onelocation for use in electric • Founded: 2003• Based: Palo Alto, CA•globally– Employees: 13,058*and storage applications• Mission: – Accelerate Electric vehicles– Plannedand production model: Model 3energy• (mass-market affordable vehicle)vehicles withMarket volume production and deliveries scheduled for lateLeveraged 2017– Current production models: Modeltechnologies S (luxury sedan) and Model X (crossover/SUV)world’s transition tosustainable 2015 Revenue: $4bn(GAAP)• cap: ~ $29.9bn**• Energy storage products– vehicles’ energy management and manufacturing processes to develop energy storage products for use inhomes, commercial sites and utilities– Began production and deliveries of energy storage products – 6.4 kWh Powerwall for residential applications and 100 kWhPowerpack for commercial and industrial applications – in Q3 2015• Retail locations: >190*As of 12/31/15**As of 10/20/1633 ? TESLA.COM

SOLARCITY OVERVIEW• America’s #1 installer of residential and commercial solar; provides homeowners, businessesinstallation, andgovernment organizations with solar energy as a serviceF ll ti ll technology i t t d h l fi iand i i fsignificant t i i t ll ti it i d i tSolarCity FactsNASDAQ: Fully integrated sales, financing, engineering, manufacturing, monitoring and maintenance– Leveraging differentiated scale to drive down the cost grid• of SCTY– solar energy tovertically an• affordable level approach: for moreSan and morepeople across the US and, eventually, world– Focus technology-based solutions build a 285,000 cleaner, more affordable, more resilient distribution 285 000 Founded: 2006• Based: Mateo, CA• Employees: ~ 12,000*• Mission:the SpeedSince 2006,oninstalled solar energy systemstofor overthat customers– More than2015 100,000 energy new installations in 2015–2006 Deployed 778 megawatts and installed 870 megawatts in 2015• Primary solar offerings:widespread adoption ofsolar power by offeringproducts save ourcustomers money• Revenue: ~ $400mm– Residential and commercial: SolarLease (lease panels to customer); SolarPPA (install panels and customer pays for energy produced);MyPower (loan to purchase panels); upfront purchase (includes federalDispatchable tax benefit); Utility-Scale PowerGuide Energy (monitoring solution)– Utilitysolutions and gridtoservices: Utility-Scale (solar power plants); Distributed Energy Solutions (work• Market with grid operators to createincreased flexibility and resiliency); Storage storage manage load andSolar capacity)• channels include door-to-door centers cap: ~ $2bn***As of 12/31/15**As of 10/20/1634 ? TESLA.COMDistribution direct outside sales(use force, door to sales, call centers, peak channelpartner network (e.g., Home Depotforce and Best Buy) andsales customer referral program

BIOS OF L PRESENTERSElon Musk has served Chairman as Tesla’s and Chief Executive Officer since O October 2008 and Chairman ofTesla’s Board Directors since April 2004. Mr. Musksince has 2014. also served as Chief Officer,E ON M U S KIndependent Director Chief Executive BYN DEN H as OL MRobyn M.and Denholm hasofof served Tesla’s Board of Directors also servesExecutive on Board and has previously servedfor on satellite Echelon Corporation’s Board from 2008 toOfficerR December 2013 pChief Technology Chairman SpaceonExploration Corporation, aShe companywhich is ABBLtd.’s developing and launching advanced rockets eventually human transportation(“SpaceX”), since May 2002, and asOfficer Chairman of SolarCity Corporation, solarTechnologies installation company(“SolarCity”), since July 2006.Prior to SpaceX, Mr. Musk 1999. co-founded PayPal, anand electronic payment system, which was acquired byeBay inp– October 2002, and Zip2 Corporation, a provider ofaInternet enterprise software and services,which was acquired by Compaq in March Mr. Musk holds a B.A. in physics from the UniversityB S Pennsylvaniap y on both company’s boards, she served as an independent board member and as a member of theAudit Committee. From July 2013 until February 2016, Ms. Denholm served as Executive VicePresident and Chief Financial and Operations Officer of Juniper, which she had joined in August 2007as Executive Vice President andMicrosystems Chief Financial Officer. In1996 thesetoroles she 2007, helpedincluding Juniper achieverecord revenuesofwhile delivering breakthrough innovations toPresident customers.Prior to joining Juniper, Ms. and Denholm served in various executive roles at Sun fromJanuary August Senior Vice President Corporate Strategic Planning,Senior Vice of Finance, and Vice President Corporate Controller (Chief Accounting Pennsylvania and a finance B.S. in business from theDenholm Wharton is School of the She also servedand at Toyotaa Motor CorporationinAustralia for from seventhe years and at ArthurAndersen Companydegree foroffive years in various assignments.Ms. a Fellow of University the Instituteof ofPennsylvania.Officer). Chartered Accountants Australia Bachelor’sdegree Economics University of Sydney and a& Master’s inCounsel Commerce from theUniversity ofANew South Wales.In 2011, Ms. Denholm was a Bay Area CFO of the of Year finalist andholds she was recently named onJournal’s Women of Influence ListTODD MARONGeneral and Corporate SecretaryJ S O N W H E E L ERChief Financial OfficerSilicon Valley Business Journal s List.Jason Wheeler has served as Tesla’s Chief Financial Officer since November 2015.Prior to joining Tesla, Mr.September Wheeler served as ?Vice President of Finance Google, where hehas hadTodd Maron served Tesla’s General Counseland since HewlettPackard September 2014,ashaving previouslyworked as Tesla’s Deputy General since 2013.35 TESLA.COMworked foratover also worked at has Booz AllenasHamilton as an associate senior financial bachelor’s degreeCounsel in finance, summa cum laude,from Colorado State University and13 anyears. MBAHe from Harvard Business School.Prior to joining Tesla, Todd wasata partner at Jaffe and aClemens and prioranalyst. to that He washolds an a associate School ofatIrell Law. & Manella. Todd is a member of the Los Angeles Center for Law and Justice’s Board ofDirectors, and holds a BA with honors from the University of Michigan and a JD from the New YorkUniversity