Tesla Motors, Inc. 2013 Annual Shareholder Meeting Mountain View, CA June 4, 2013 Not-so-live rough transcript [All measures passed with 90% online voting preceding the meeting.] [Elon presentation:] Great year. Model S is a great car, like we told people it would. Motor Trend, Automobile Magazine, Consumer Reports. Consumer Reports did give a 99 once to Lexus once, 6 years. The only American car ever to get 99. They buy a car at random and drive it for months. [Joking:] Amazingly, they never broke down once. Must have been very lucky. Not every bit of press was positive. The reason we didn't get 100 was because there's a question around the availability of rapid charging and ability to travel around freely. I'm wondering if we address those issues whether 100 is possible. Top selling electric car in 1st quarter. If you add up all electric car revenue, our revenue was greater than all electric cars sold in the United States. We need to bring a lower cost car to market... in 3-4 years hopefully. Good foundation for success in the future. Solid base of intellectual property. Lot of patents. Significant brand and awareness. We have a lot of mindshare. Great partners. Daimler. Toyota. Panasonic. Potential for a lot of future growth on Model S platform with the Model X and potentially some other products. Next platform... half the cost of Model S and a little bit smaller. Great management team. In a solid position from a cash standpoint. Last round we raised more money than we think we need. We thought it was really important to have sufficient cash in case of issues with suppliers, natural disasters, etc. Continued strong demand for Model S, with NA demand in the 15,000 unit range per year. Q2 comparable to Q1 on unit volume basis. Q3 some incremental demand from Europe. Cars on boat in June, shipping in July. Then Asia. Extrapolate U.S. demand by a factor of 3. Speculative, but IMO likely 40,000 units worldwide if U.S. demand is 15,000. Maybe more than that. Says 30 here, I think 40. Owners are the best salesmen. Viral growth component to sales. Expanding store and gallery presence quite a bit. By EOY, increased by 50% (34 stores to 50, roughly). Even bigger expansion on the service center side. Big concern is "can the car be serviced." Service center count will almost double by EOY. To both service existing customers but also to give new customers a reason to buy. I think there's a lot of opportunity in the middle of the country. People underestimate demand in the middle of the country. ["Supercharger" video] Capital raise partially used for supercharger expansion. Triple in about a month or two relative to beginning of the year. [Elon] planning to do roadtrip with the kids from L.A. to N.Y. Technology of SC expanded quite a bit. 90 to 120 kW. Improved the point at which the charge tapers off. The taper point is much later. A halfing of charge time compared to prior experience of owners using SC. 20-25 minutes, maybe half an hour. Car will automatically route including the superchargers when you specify a destination. Optimal route. Total deliveries expected to be over 21,000. Gross margin of 25%. 50 Stores. more than 75 SCs. Making progress on Model X. Goal is to address minivan market and the part of the SUV market not addressed by Model S. Model S is good for occasional 7 person trips. Two significant innovations with Model X.  Double-hinged gullwing -- "falconwing" -- offers very big opening without arcing out too far. [Some discussion about additional safety features in the implementation.] Allows direct 3rd row access even with kid seats in 2nd row. Can also stand up in the 2nd row if you're under 6 foot.  World's first dual motor AWD in a production car. Second motor in the front that will allow for intelligent AWD. Adjustments at the millisecond level, instantly shifted torque to whichever wheel can handle it. Should give the best AWD experience - sort of like the difference between digital and analog. Should have lowest COG of SUV (due to battery pack) and as a result extremely good handling. Handling of a sports car, and also looks great, with the utility of a minivan. Goal of getting into customers' hands at the end of next year. General product elements... 2013: Introduced 60 kWh version. EU version completed with 3-phase charging capability. Working on Asia-Pacific version: one for China, one for the rest of Asia. 2014-2015: Working on Model X, right hand drive, and AWD. 2016-2017: Third generation. Smaller version of Model S at about half the price. [Q & A:] 1. We live on a cul-de-sac with small children. Are there any plans to add noise to the motor? Challenge is to avoid noise pollution. Sensible thing is to have proximity sensors and emit a pleasant noise in the direction of someone walking. Minimize annoyance and make it only go where it needs to go. 2. Two members of board of directors resigned. Why they resigned, and areas of expertise? One was Daimler changing their board membership; due to his retirement, and then Daimler appointed someone else. 2b. Dr. Kohler... Abu Dhabi ownership of Tesla (~7%) transferred from __ to __ [I didn't catch the names], and a person resigned within [one of those two organizations]. 3. Wanted a quick update on "Are you having fun yet?" New Year's resolution to have more fun this year. Steady improvement on the enjoyment factor. 4. [Corporate finances/management question that I missed] I think we'll be in great shape from a cash standpoint. Even if we suck at cash management we'll be ok. 4b. [Another financial question I missed] [...also the answer] 5. Is there an incentive plan? There currently isn't an incentive plan though arguably there should be. 5b. I would suggest for every car that an owner sells, give 1 year of free service. 5c. Take less time to charge Model S than filling full tank of gas. Is it the recent announcement of 20min charge? Live demonstration on June 20th. 5d. About the falcon-wing, have you considered snow/rain, ski on the roof? The door will shield you from snow and rain. We do have water channels for it to flow around the door. Windy rain will end up somewhat in the car, you'll get some of that but not too bad. For skis, we have some innovative solutions for carrying skis. It is important to carry skis as that will be a car people will often use for ski country. 6. I live in SF. A lot of us are very ecology minded, but a lot of urban dwellers do not have garages. Will there be a future supercharging options in cities? Maybe for Gen 3? Will there be options for our demographic. We gotta figure out some good solution for that. Either some kind of supercharging station or ... Hopefully cities put in the infrastructure for street level charging. If you could just park where you normally park and charge that would be ideal. You notice when you switch back to a gasoline car that it's really annoying going to gas stations. But it's hard to convince people until they've had that experience, just how valuable it is to just charge your car where you normally park it. 7. Cars in the category of Model S tend to have a 6 year refresh cycle. Typically peak sales in 2-3 years. What's the life cycle of the Model S? Where could sales peak? We don't have an existing service and sales infrastructure. Peak sales will probably be in year 3 or 4. We want to make sure the car is available worldwide and that will take us probably 3-4 years. Significant redesign of the Model S in probably 6th year. Mild refresh at 3-4 year point. 8. Supercharger network... opened up to non-Tesla vehicles that are Tesla-powered? Open to other manufacturers wanting to use the SC network. Would have to ask for some compensation. Price is built into the cost of the car. I want it to always be the case that the SC is free once you've bought the car. So much easier. Not the intent to create a walled garden. We simply need high speed charging for long distance travel, and waiting for others... would take forever. Join us, copy us, or think of something better. 9. Several ... associations have basically declared war on Tesla, and are fighting in state legislatures and courts to hamstring our sales model. Are the projects [from earlier] tempered for opposition from NADA and the like? They are creating problems for us, making it harder to get things done. In the last 90 years there are no good examples where franchises worked. Our philosophy with respect to service is not to make a profit on service. It's terrible to make a profit on service. Unfortunately, they most of their profit on service. This would obviously not be a good outcome. Challenge is that the auto dealers are strong and very influential at the state level. It's the giant, big national, autodealers that are the big problem here. The giant ones with money to spend, not the little ones. If you look at the opinion polls in any state, national, ... any poll, anywhere, any content whether people want direct sales the answer is overwhelmingly yes. Varies from low of 86% to 99% on whether people want people to allow Tesla to do direct sales. [Paraphrasing: the 86% was cooked as a concerted effort by the auto dealers.] If legislators reflected the will of the people, something else would be happening. Right now NADA are crowing about successes in TX, NC, VA, ... I think it's outrageous that they would crow about a version of democracy that's just wrong. I think they're making a big mistake. [He was getting emotional here. Visibly and audibly.] 10. When you make the 5th generation of the Tesla that will cost around 30k, will it be the same body shape as the S? Expect it to be in a family with the Model S - strong family resemblance. With that 3rd generation, we'll be looking at what else we can do besides scaling down the size and scaling up the production. Maybe incorporate auto-pilot or self-driving elements. 11. Is there any concern that with the rapid expansion of SC stations across NA that we'll be marrying Tesla and consumers to infrastructure that will need to change in the near future? We'll upgrade the SC over time. [Grid storage. Solar.] In the future could potentially go above 120 kW, without having to lose the investment in hardware infrastructure that's there. More additive than replacing. 12. What do you see as the main risks in the future for Tesla and electrifying transportation? Biggest single challenge is affordability. Other thing that has to be solved is long distance travel. That's what needed for huge tipping point in the direction of electric cars. [Cellphone analogy - same type of improvements but trying to do so at a faster rate.] 13. For 3rd gen... I heard battery is one of the most expensive component. Need technology advance to get it in the $30k price range? Compelling, affordable, electric car. Compelling - At least 200 miles. Working with Panasonic with new cell electrochemistry. Pretty optimistics that we can get there without any miracles occurring. Potential is there for breakthroughs. In particular, ultracapacitors - a capacitor based architecture. Nothing has the energy density in production... Still far too low. I'm increasingly optimistic there will be a breakthrough on the energy density front. 14. Power content of the SC stations. Will it be the same throughout or vary by location? How will company cover the cost long-term? Any projected future intent to include solar integrated into the car itself? Plan is for almost all SC stations to have solar power... solar carport over all the parking bays. Most of the time those bays are mostly empty. They fill up on a Friday afternoon/evening and on a Sunday. We try to size the SC bays -- connectors and hardware -- for peak usage. Intent is to generate more energy from solar power than the cars use doing the course of the year. Net positive throughout the year. Some SCs are very far north. For those the plan is to buy sustainable power - hydro or geothermal. Ongoing cost of SC network... not super-expensive to keep it going. Initial cost, but then the power bill is negligible throughout the year. We pay either zero rent or tiny rent because we're creating solar carport over existing parking spots at rest stops. We're getting priority -- Model Ss get priority. And the rest stop becomes a magnet for Model S customers. So it's question of ongoing maintenance -- way lower than any estimate than I've seen. Solar power on the car... It almost always makes sense to have the solar panel on the house or business. Always generating power, at the right angle. It's still cool to have a solar panel on the car but the cost per watt is a fair bit higher than if it was in a stationary application. Maybe try to have that in the longterm. 15. Any plans to have more a presence in emerging markets (like Mexico)? Want to sell Tesla cars in Mexico and other countries. The most likely outcome is that we would go direct. Whenever people have proposed that we give them an exclusive distributorship, they don't agree that should come with some sales commitment. 15b. Is there a timeline? We'll probably expand beyond NA, EU, and China and Japan sometime next year. Probably middle of next year. 16. Might there be any recoupment of revenue from ZEV credits moving into Europe and Asia that might replace those credits being phased out through the remainder of this year? Anything in the works to partner with hospitality industry? We've worked with a few hotels on high powered wall chargers. I think we need to expand that program. We expect 2/3rd of our volume to be delivered outside the U.S., and only about half of our volume in the U.S. have ZEV credits. So 1/6th of all cars. There's no program similar to ZEV credits. Mostly to improve quality of air in LA, SF, NY. 17. As licensing deals go through... 5 years from now, building the brand image? The real way that brand happens is if you make good products. 18. Do you plan to combine batteries and supercapacitors? In the beginning, I kept pushing for exactly that. Shouldn't we have an ultracapacitor combined with a battery pack? We found that if you have a big enough battery pack, you're not power limited. 19. How much does it cost to build one of these SC stations? And why isn't it compatible for Roadster owners? I put down $40K for Model X, and I missed out on about $100K since I didn't invest in Tesla stock.... The reason they don't support the Roadster is because in order to charge at a really high rate we built into the Model S a high voltage DC bypass directly to the pack. Involves complicated electronics, etc. Through the same charge port it can handle AC through the chargers or DC directly to the batteries. Roadster can only take AC. Roadster is not really intended as a long distance vehicle. Three hours in a Roadster is a long time. [Ed: Old incorrect transcription "Cost of SC is $250k without solar, $350k with solar."] Cost of SC is $150k without solar, maybe $300k with solar on average. Some more, some less. 20. As EV market matures, how do you see it changing? And how do you see balancing [Tesla interests with general EV goals]? Aligned in the long-term, though perhaps not in the short-term. They're aligned because in order for Tesla to make lots of electric cars, we have to generate more cash than we need to do more product development. Means we're going to have to be profitable, and generate additional cashflow from existing products to pay for future products. 21. TN... Please bring a service center and a store. The service center rollout was only the next 6 months. A lot more service centers next year. We haven't published the service center opening schedule. That will change, we'll be publishing that. 21b. I'm a motorcyclist, but I don't like the noise pollution. Is Tesla planning to bring motorcycles? [Pitch for a job with Tesla.] Right now we're focusing on Model S. After that, Model X. Brammo and others are making electric motorcycles, just not from Tesla. Recommend applying through the website. [Elon asks for his name and gets it.] Submit to the website, and I'll ask human resources to take a close look. Correction in red.