What changed in this filing

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Item 9A. Controls and Procedures

2023-02-28 compared with 2022-03-31 · 61 added, 36 removed, 118 unchanged (45% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Form 10-K .

Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 2021 due to the material weaknesses in our internal control over financial reporting described below.

Previously Reported Material Weakness

The Company maintains disclosure controls and procedures as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e).

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures and carries out a variety of ongoing procedures, under the supervision and with the participation of the Company’s management, including the Company’s CEO and CFO, to evaluate the effectiveness of the design and operation of the Company’s disclosure controls and procedures .

Based on that evaluation, our Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 2022 due to the material weaknesses in the Company’s internal control over financial reporting, described below.

Nevertheless, based on the performance of additional procedures by management designed to ensure reliability of financial reporting, the Company’s management has concluded that, notwithstanding the material weaknesses described below, the consolidated financial statements, included in this Form 10-K, fairly present, in all material respects, the Company’s financial position, results of operations, and cash flows as of the dates, and for the periods presented, in conformity with U.S.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

As of December 31, 2022, our management, under the oversight of our board of directors, conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established by the Committee of Sponsoring Organization of the Treadway Commission in Internal Control - Integrated Framework (2013) .

Based on this assessment, our management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2022 due to the material weaknesses described below.

A material weakness is a deficiency, or combination of deficiencies, in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis.

As disclosed in the final prospectus, as filed with the SEC in connection with our IPO, we previously identified material weaknesses in our internal control over financial reporting related to controls to address segregation of duties across financially relevant functions and information technology (“IT”)general controls over our Enterprise Resource Planning systems, applications, and tools used in financial reporting.

We have concluded that these material weaknesses continue to exist as of December 31, 2021.

The deficiencies identified did not result in a material misstatement to our financial statements.

Remediation Plans

The material weaknesses described above arose because as a private company prior to our IPO, coupled with the rapid growth in our business, we did not have the business processes, systems, personnel, and related internal controls necessary to satisfy the accounting and financial reporting requirements of a public company.

We have taken and will continue to take action to remediate these material weaknesses, including:

• implementation of processes and controls to better identify and manage segregation of duties risks;

• implementation of IT general controls to manage access and program changes within our IT environment and to support the evaluation, monitoring, and ongoing effectiveness of key application controls and key reports;

• continued hiring of additional accounting, finance, IT and other business process resources with public company and internal control experience to better assess and manage our segregation of duties and IT general control risks.

We believe we are making progress toward achieving effectiveness of our internal control over financial reporting.

Based on this assessment, management concluded that the Company’s risk assessment process was not effective in implementing controls on a timely basis in response to changes to the business operations, personnel, and other factors affecting certain financial reporting processes and related information technology (“IT”) systems.

As a result, the Company had ineffective Information Technology General Controls (“ITGCs”) related to certain systems, applications, and tools used for financial reporting;

and the Company did not establish effective user access and segregation of duties controls across financially relevant functions.

Therefore, the automated and manual process level controls over financial reporting which were dependent upon these ITGCs could not be relied upon.

The control deficiencies identified did not result in misstatements to our consolidated financial statements;

however, the control deficiencies described above created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis.

Therefore, our management concluded that the deficiencies represent material weaknesses.

KPMG LLP, the Company’s independent registered public accounting firm, who audited the consolidated financial statements included in this Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting.

KPMG LLP’s attestation report contains an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

KPMG LLP’s report is included in Item 8 in this Form 10-K.

RIVIAN AUTOMOTIVE, INC.

Remediation Efforts to Address the Material Weaknesses

The aforementioned material weaknesses were identified in 2021.

While the Company has improved its organizational capabilities, the material weaknesses remain un-remediated as of December 31, 2022, and the Company’s remediation efforts will continue to take place in 2023.

During the year ended December 31, 2022, management completed the following remedial actions:

• performed a risk assessment over the IT systems used as part of financial reporting and business processes, including the various layers of technology;

• implemented processes to identify sensitive access and segregation of duties risks across relevant business and IT functions, implemented tools and systems to support the ongoing maintenance and evaluation of the risks and controls, and implemented controls to address risks within certain privileged IT access;

• designed, developed, and deployed an enhanced ITGC framework, including the implementation of a number of systems and tools to enable the effectiveness and consistent execution of these controls;

• hired critical leadership roles with public company and internal control experience responsible for designing, implementing, and monitoring our ITGCs, including the Chief Information Officer, Chief Operating Officer, Vice President Corporate Controller, and Head of SOX Compliance.

In addition to the remedial actions taken to date, the Company is still considering the full extent of the procedures to implement in order to remediate the material weaknesses described above.

However, the current remediation plan includes:

• continuing to implement processes and controls to better manage and monitor our segregation of duties risks, including enhancing the usage of technology and tools for segregation of duties within the Company’s systems, applications, and tools;

• continuing to implement ITGCs to manage access and program changes within our IT environment and to support the evaluation, monitoring, and ongoing effectiveness of key application controls and key reports;

◦ enhancing controls and the usage of technology and tools over consistent provisioning, deprovisioning, and periodic reviews of user access;

◦ enhancing monitoring processes to drive improved execution of ITGCs, including assessing the impact of business and technology changes for the continued alignment with financial reporting needs;

• continuing to expand our resources with the expertise, technical knowledge, and structure to implement, monitor, and maintain ITGCs, with a focus on user assess and segregation of duties controls.

The actions that we are taking are subject to ongoing management review and audit committee oversight.

1 unchanged sentence

We may also conclude that additional measures are required to remediate the material weaknesses in our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

This Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

RIVIAN AUTOMOTIVE, INC.

Changes in Internal Control Over Financial Reporting

Except for the remediation measures in connection with the material weaknesses described above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitation on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Other Information

46 unchanged sentences

S-1/A 333-259992 10.9 11/01/2021

10.10# Employment Agreement, dated as of April 24, 2018, by and between Rivian Automotive, LLC and Ryan Green

S-1/A 333-259992 10.10 11/01/2021

10.10# Transition and Release Agreement, dated as of March 2, 2021, by and between Rivian Automotive, LLC and Ryan Green

21 unchanged sentences

S-1/A 333-259992 10.20 10/22/2021

10.20†* Amendment No.

1 to the Framework Agreement, dated as of October 26, 2021, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.

RIVIAN AUTOMOTIVE, INC.

2 unchanged sentences

S-1/A 333-259992 10.21 11/01/2021

10.22 Director Nomination Agreement, dated as of October 31, 2021, by and between Rivian Automotive, Inc.

and Amazon.com, Inc.

S-1/A 333-259992 10.22 11/01/2021

10.22ˆ Economic Development Agreement, dated as of May 2, 2022, by and among Rivian Horizon, LLC, the State of Georgia and the Georgia Department of Economic Development, and Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County

8-K 001-41042 10.1 05/06/2022

10.23 Amendment no.

1 to Credit Agreement, dated as of May 20, 2021, by and among Rivian Holdings, LLC, as Borrower Representative, the borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

10-Q 001-41042 10.1 05/11/2022

10.24 Amendment no.

2 to Credit Agreement, dated as of May 20, 2021, by and among Rivian Holdings, LLC, as Borrower Representative, the borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

10-Q 001-41042 10.2 05/11/2022

10.25# Rivian Executive Bonus Plan

10-Q 001-41042 10.1 11/09/2022

10.26†* Amendment No.

2 to the Framework Agreement, dated as of January 1, 2023, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.

21.1* List of Subsidiaries of Rivian Automotive, Inc.

4 unchanged sentences

32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C.

RIVIAN AUTOMOTIVE, INC.

101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

9 unchanged sentences

† Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).

RIVIAN AUTOMOTIVE, INC.

ˆ Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The registrant undertakes to provide copies of any of the omitted exhibits upon request by the Securities and Exchange Commission.

Form 10-K Summary

4 unchanged sentences

Chief Executive Officer, Chairman of the Board of Directors

March 31, 2022 (Principal Executive Officer)

February 28, 2023 (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

1 unchanged sentence

/s/ Robert J.

Chief Executive Officer, Chairman of the Board of Directors March 31, 2022

Chief Executive Officer, Chairman of the Board of Directors February 28, 2023

Scaringe (Principal Executive Officer)

/s/ Claire McDonough

Chief Financial Officer March 31, 2022

Chief Financial Officer February 28, 2023

Claire McDonough (Principal Financial Officer)

/s/ Jeffrey R.

Chief Accounting Officer March 31, 2022

Chief Accounting Officer February 28, 2023

Baker (Principal Accounting Officer)

/s/ Karen Boone Director March 31, 2022

/s/ Sanford Schwartz Director March 31, 2022

/s/ Karen Boone Director February 28, 2023

/s/ Sanford Schwartz Director February 28, 2023

Sanford Schwartz

/s/ Rose Marcario Director March 31, 2022

/s/ Rose Marcario Director February 28, 2023

Rose Marcario

/s/ Peter Krawiec Director March 31, 2022

/s/ Peter Krawiec Director February 28, 2023

Peter Krawiec

/s/ Jay Flatley Director March 31, 2022

/s/ Pamela Thomas-Graham Director March 31, 2022

/s/ Jay Flatley Director February 28, 2023

/s/ Pamela Thomas-Graham Director February 28, 2023

Pamela Thomas-Graham

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures