Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our 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 .
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our CEO and Chief Financial Officer (“CFO”) evaluated, as of the end of the period covered by this Form 10-K, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2023. Based on that evaluation, our CEO and CFO concluded that, as of December 31, 2023, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.
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). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements in accordance with GAAP.
As of December 31, 2023, our management, with participation of the CEO and CFO, under the oversight of our board of directors, evaluated the effectiveness of our internal control over financial reporting using the framework issued by the Committee of Sponsoring Organization of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023.
A company’s internal control over financial reporting includes those policies and procedures that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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 unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. KPMG LLP’s report appears on page 68 of this Form 10-K.
Remediation of Previously Reported Material Weaknesses
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 previously disclosed in Part II, Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2022, 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
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Information Technology General Controls (“ITGC”) 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.
Subsequently, our 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 ITGC; and
• removed unnecessary and excessive access and implemented additional automation in provisioning and deprovisioning controls, monitoring of user access, and enhanced monitoring of the execution of our ITGC.
As a result of these actions, and based on the results of our evaluation to confirm the effective design, implementation, and operating effectiveness over a reasonable period, we concluded that, as of December 31, 2023, we have remediated the material weaknesses previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.
Changes in Internal Control Over Financial Reporting
Except for the actions taken to remediate the previously reported material weaknesses, as 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, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item will be included in our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023 and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this Item will be included in our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023 and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters
The information required by this Item will be included in our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023 and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item will be included in our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023 and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this Item will be included in our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023 and is incorporated herein by reference.
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PART IV
Item 15. Exhibit and Financial Statement Schedules
Exhibit Index
Incorporated by Reference
Exhibit Number Exhibit Title Form File No. Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation of Rivian Automotive, Inc.
8-K 001-41042 3.1 11/16/2021
3.2 Amended and Restated Bylaws of Rivian Automotive, Inc.
8-K 001-41042 3.2 11/16/2021
4.1 Specimen Stock Certificate evidencing the shares of Class A common stock
S-1/A 333-259992 4.1 11/01/2021
4.2 Fifth Amended and Restated Investors’ Rights Agreement, dated as of January 19, 2021, by and among the Registrant and certain holders of its capital stock, as amended
S-1/A 333-259992 4.2 10/22/2021
4.3 Indenture, dated as of March 10, 2023, between Rivian Automotive, Inc. and U.S. Bank Trust Company, National Association, as trustee.
8-K 001-41042 4.1 03/10/2023
4.4 Form of certificate representing the 4.625% Green Convertible Senior Notes due 2029 (included as Exhibit A to Exhibit 4.4)
8-K 001-41042 4.2 03/10/2023
4.5 Indenture, dated as of October 11, 2023, between Rivian Automotive, Inc. and U.S. Bank Trust Company, National Association, as trustee.
8-K 001-41042 4.1 10/11/2023
4.6 Form of certificate representing the 3.625% Green Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.5)
8-K 001-41042 4.2 10/11/2023
4.7* Description of Capital Stock
10.1# 2015 Long-Term Incentive Plan, as amended, and forms of option and restricted stock unit agreements thereunder
S-1/A 333-259992 10.1 11/01/2021
10.2# 2021 Incentive Award Plan and forms of option and restricted stock unit agreements thereunder
S-1/A 333-259992 10.2 11/01/2021
10.3# Form of Performance Stock Unit Award Agreement under the Rivian Automotive, Inc. 2021 Incentive Award Plan
10-Q 001-41042 10.3 08/08/2023
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10.4# Non-Employee Director Compensation Program (effective April 1, 2023)
10-Q 001-41042 10.2 08/08/2023
10.5# 2021 Employee Stock Purchase Plan
S-1/A 333-259992 10.4 11/01/2021
10.6# Form of Indemnification Agreement for Directors and Officers
S-1/A 333-259992 10.5 11/01/2021
10.7+ Amended and Restated Credit Agreement, dated as of April 19, 2023, by and among Rivian Holdings, LLC, as Borrower Representative, the borrowers and guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
8-K 001-41042 10.1 04/19/2023
10.8# Employment Agreement by and between Rivian Automotive, LLC and Robert Joseph Scaringe
S-1/A 333-259992 10.7 11/01/2021
10.9# Employment Agreement by and between Rivian Automotive, LLC and Claire McDonough
S-1/A 333-259992 10.9 11/01/2021
10.10# Employment Agreement by and between Rivian Automotive, LLC and Kjell Gruner
10-Q 001-41042 10.10 11/07/2023
10.11# Rivian Executive Bonus Plan
10-Q 001-41042 10.1 11/09/2022
10.12† Framework Agreement, dated as of September 16, 2019, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.
S-1 333-259992 10.12 10/01/2021
10.13† Work Order No. #1 to the Framework Agreement, dated as of September 16, 2019, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.htm
S-1 333-259992 10.13 10/01/2021
10.14† Commercial Letter Agreement, dated as of February 15, 2019, by and between Rivian Automotive, Inc. and Amazon.com, Inc.
S-1 333-259992 10.14 10/01/2021
10.15† Amendment to Commercial Letter Agreement, dated as of September 6, 2019, by and between Rivian Automotive, Inc. and Amazon.com, Inc.
S-1 333-259992 10.15 10/01/2021
10.16† Master Services Agreement, dated as of May 7, 2021, by and between Rivian, LLC and Cox Automotive Corporate Services, LLC
S-1 333-259992 10.16 10/01/2021
10.17† Statement of Work for Consignment Services, dated as of June 21, 2021, by and between Rivian, LLC and Manheim Remarketing, Inc.
S-1 333-259992 10.17 10/01/2021
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10.18† Development, Production and Supply Agreement, dated as of April 16, 2021, by and between Rivian Automotive, LLC and Troy Design and Manufacturing Co.
S-1 333-259992 10.18 10/01/2021
10.19 Indenture, dated as of October 8, 2021, by and among Rivian Holdings, LLC, Rivian, LLC, Rivian Automotive, LLC, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent.
S-1/A 333-259992 10.19 10/22/2021
10.20 Note Purchase Agreement, dated as of October 8, 2021, by and among Rivian Holdings, LLC, Rivian, LLC, Rivian Automotive, LLC and the purchasers party thereto.
S-1/A 333-259992 10.20 10/22/2021
10.21† Amendment No. 1 to the Framework Agreement, dated as of October 26, 2021, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.
10-K 001-41042 10.20 02/28/2023
10.22 Amendment to the Warrant to Purchase Series C Preferred Stock, dated as of October 31, 2021, by and between Rivian Automotive, Inc. and Amazon.com NV Investment Holdings LLC.
S-1/A 333-259992 10.21 11/01/2021
10.23 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
10.24 First Amendment to Economic Development Agreement, dated as of September 26, 2023 by and among Rivian Horizon, LLC, the State of Georgia acting by and through 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 09/29/2023
10.25 Rental Agreement, dated as of November 1, 2023, by and between Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County and Rivian Horizon, LLC
8-K 001-41042 10.1 11/13/2023
10.26 Bond Purchase Agreement, dated as of November 1, 2023, by and between Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County and Rivian Horizon, LLC
8-K 001-41042 10.2 11/13/2023
10.27 Option Agreement, dated as of November 1, 2023, by and between Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County and Rivian Horizon, LLC
8-K 001-41042 10.3 11/13/2023
10.28† Amendment No. 2 to the Framework Agreement, dated as of January 1, 2023, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.
10-K 001-41042 10.26 02/28/2023
10.29† Amendment No. 3 to the Framework Agreement, dated as of November 7, 2023, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.
10-Q 001-41042 10.6 11/07/2023
10.30 Form of Capped Call Confirmations
8-K 001-41042 10.1 10/11/2023
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10.31 Form of Additional Capped Call Confirmations
8-K 001-41042 10.2 10/11/2023
21.1* List of Subsidiaries of Rivian Automotive, Inc.
23.1* Consent of KPMG, LLP, Independent Registered Public Accounting Firm
31.1* Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
97.1* Policy Relating to Recovery of Erroneously Awarded Compensation
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
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith.
** Furnished herewith.
# Indicates management contract or compensatory plan.
† Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).
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.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RIVIAN AUTOMOTIVE, INC.
By: /s/ Robert J. Scaringe
Robert J. Scaringe
Chief Executive Officer, Chairman of the Board of Directors
Date: February 26, 2024 (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:
Signature Title Date
/s/ Robert J. Scaringe
Chief Executive Officer, Chairman of the Board of Directors February 26, 2024
Robert J. Scaringe (Principal Executive Officer)
/s/ Claire McDonough
Chief Financial Officer February 26, 2024
Claire McDonough (Principal Financial Officer)
/s/ Jeffrey R. Baker
Chief Accounting Officer February 26, 2024
Jeffrey R. Baker (Principal Accounting Officer)
/s/ Karen Boone Director February 26, 2024
Karen Boone
/s/ Sanford Schwartz Director February 26, 2024
Sanford Schwartz
/s/ Rose Marcario Director February 26, 2024
Rose Marcario
/s/ Peter Krawiec Director February 26, 2024
Peter Krawiec
/s/ Jay Flatley Director February 26, 2024
Jay Flatley
/s/ Pamela Thomas-Graham Director February 26, 2024
Pamela Thomas-Graham
/s/ John Krafcik Director February 26, 2024
John Krafcik
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