Ticker / Exchange for

Common Stock:

118,554,833 shares of Common Stock (or 119,660,174 shares of Common Stock if the underwriters’ option to purchase additional shares is exercised in full and Mr. Musk purchases additional shares of common stock in the subsequent private placement)

$1.029053 per share of Common Stock.

$3.5 million in aggregate ($4.0 million in aggregate if the underwriters’ option to purchase additional shares of Common Stock is exercised in full).

The Issuer estimates that the net proceeds from the Common Stock Offering will be approximately $309.1 million (or $355.5 million if the underwriters’ option to purchase additional shares of Common Stock is exercised in full), after deducting underwriting discounts and commissions and estimated offering expenses payable by the Issuer.

The Issuer intends to use (1) approximately $452.4 million of the net proceeds from the Common Stock Offering and the concurrent Convertible Notes Offering for the prepayment of the DOE Loan Facility, (2) approximately $50.9 million of the net proceeds from the Offerings to pay the cost of the convertible note hedge transactions entered into in connection with the Convertible Notes Offering (after such cost is partially offset by the proceeds to the Issuer from the warrant transactions described in “Concurrent Note Hedge and Warrant Transactions” in the Common Stock Preliminary Prospectus Supplement) and (3) the remaining net proceeds from the Offerings and the Issuer’s subsequent private placement to Mr. Musk, if any, for general corporate purposes.

$600,000,000 aggregate principal amount of Notes (or $660,000,000 aggregate principal amount of Notes if the underwriters’ option to purchase an additional $60,000,000 principal amount of Notes is exercised in full)

$17.50 per Note

$10.5 million in aggregate (or $11.6 million in aggregate if the underwriters’ option to purchase additional Notes is exercised in full)

The Issuer intends to use (1) approximately $452.4 million of the net proceeds from the Convertible Notes Offering and the concurrent Common Stock Offering for the prepayment of the DOE Loan Facility, (2) approximately $50.9 million of the net proceeds from the Offerings to pay the cost of the convertible note hedge transactions entered into in connection with the Convertible Notes Offering (after such cost is partially offset by the proceeds to the Issuer from the warrant transactions described in “Description of Note Hedge and Warrant Transactions” in the Convertible Notes Preliminary Prospectus Supplement) and (3) the remaining net proceeds from the Offerings and the Issuer’s subsequent private placement to Mr. Musk, if any, for general corporate purposes.

If the underwriters exercise their option to purchase additional Notes, the Issuer may sell additional warrants and use a portion of the net proceeds from the sale of the additional Notes, together with the proceeds from the additional warrants, to enter into additional convertible note hedge transactions and for general corporate purposes.

In connection with the pricing of the Notes, the Issuer has entered into privately negotiated convertible note hedge transactions with one or more of the underwriters or their respective affiliates or other financial institutions (“hedge counterparties”). The convertible note hedge transactions will cover, subject to customary anti-dilution adjustments, the number of shares of Common Stock that will initially underlie the Notes. The Issuer also has entered into warrant transactions with the hedge counterparties relating to the same number of shares of Common Stock, with a strike price of $184.48, subject to customary anti-dilution adjustments.

The convertible note hedge transactions are expected to reduce potential dilution to Common Stock and/or offset potential cash payments the Issuer is required to make in excess of the principal amount upon any conversion of Notes. However, the warrant transactions could separately have a dilutive effect to the extent that the market price per share of Common Stock exceeds the applicable strike price of the warrants on the applicable expiration dates.

If the underwriters exercise their option to purchase additional Notes, the Issuer may enter into additional convertible note hedge and warrant transactions.

Joint Book-Running

Managers:

Goldman, Sachs & Co.

Morgan Stanley & Co. LLC

J.P. Morgan Securities LLC

Adjustment to Conversion

Rate Upon Conversion In Connection With a Make-

Whole Fundamental Change:

The following table sets forth the number of additional shares of Common Stock, if any, by which the conversion rate will be increased for conversions in connection with a “make-whole fundamental change” (as defined in the Convertible Notes Preliminary Prospectus Supplement):

Effective Date

May 22, 2013

June 1, 2014

June 1, 2015

June 1, 2016

June 1, 2017

June 1, 2018

if the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later effective dates based on a 365-day year, as applicable;

if the stock price is greater than $225.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above as described in the Preliminary Prospectus Supplement), no additional shares will be added to the conversion rate; and

if the stock price is less than $92.24 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above as described in the Preliminary Prospectus Supplement), no additional shares will be added to the conversion rate.

on an actual basis;

on an as-adjusted basis to give effect to the sale of the shares of common stock in our common stock offering and the sale of shares of our common stock to Mr. Musk in our subsequent private placement but not the application of the net proceeds therefrom; and

on an as-further-adjusted basis to give effect to our sale of notes in our convertible notes offering, the sale of the shares of common stock in our common stock offering and our subsequent private placement, after deducting the underwriting discount and estimated offering expenses payable by us, and the application of the net proceeds from our convertible notes offering, our common stock offering and our subsequent private placement, as described in “Use of Proceeds”.

(unaudited)

(in thousands, except

share and per share data)

Cash and cash equivalents

Restricted cash (2)

Long-term debt, current portion

Common stock warrant liability

Capital lease obligations, less current portion

Long-term debt:

DOE Loan Facility, less current portion

1.50% convertible senior notes due 2018

Total long-term debt

Stockholders’ equity:

Preferred stock, par value $0.001; 100,000,000 shares authorized, no shares issued and outstanding, actual; no shares issued and outstanding, as adjusted and as further adjusted

Common stock, par value $0.001; 2,000,000,000 shares authorized; 115,161,040 shares issued and outstanding, actual; 119,151,105 shares issued and outstanding, as adjusted and as further adjusted

Additional paid-in capital

Accumulated deficit

Total stockholders’ equity

Total capitalization

Pro forma ratio of earnings to fixed charges(1)(2)

Earnings:

As calculated based on historical earnings

Pro forma fixed charges:

Fixed charges as calculated based on historical fixed charges

Add: Interest expense related to convertible senior notes used to repay DOE Loan Facility

Subtract: Interest expense related to DOE Loan Facility previously outstanding during the period

Total fixed charges, as adjusted

Pro forma ratio of earnings to fixed charges