2 unchanged sentences
At October 1, 2023, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures .
+Added: Consistent with the guidance issued by the Securities and Exchange Commission Staff, the evaluation excluded Amyx, which we acquired on January 3, 2023, and RPS, which we acquired on January 23, 2023.
Based on our management's evaluation (with the participation of our principal executive officer and principal financial officer), our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), were effective.
11 unchanged sentences
Based upon this assessment, management has concluded that our internal control over financial reporting was effective at October 1, 2023.
−Removed: PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K, has issued a report on our internal control over financial reporting.
−Removed: This report, dated November 23, 2022, appears on pages 52-53 of this Form 10-K.
+Added: Pricewaterhouse Coopers LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K, has issued a report on our internal control over financial reporting.
+Added: This report, dated November 22, 2023, appears on pages 49-51 of this F orm 10-K.
Changes in Internal Control over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting during the three months ende d October 2, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting that occurred during the three months ende d October 1, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information
22 unchanged sentences
Consolidated Balance Sheets at October 1 , 202 3 and October 2 , 202 2
−Removed: Consolidated Statements of Income for the fiscal years ended October 2, 2022, October 3, 2021 and September 27, 2020
−Removed: Consolidated Statements of Comprehensive Income for the fiscal years ended October 2, 2022, October 3, 2021 and September 27, 2020
−Removed: Consolidated Statements of Cash Flows for the fiscal years ended October 2, 2022, October 3, 2021 and September 27, 2020
−Removed: Consolidated Statements of Equity for the fiscal years ended October 2, 2022, October 3, 2021 and September 27, 2020
+Added: Consolidated Statements of Income for the fiscal years ended October 1 , 202 3 , October 2 , 202 2 and October 3 , 20 21
+Added: Consolidated Statements of Comprehensive Income for the fiscal years ended October 1 , 202 3 , October 2 , 202 2 and October 3 , 20 21
+Added: Consolidated Statements of Cash Flows for the fiscal years ended October 1 , 202 3 , October 2 , 202 2 and Octo ber 3 , 202 1
+Added: Consolidated Statements of Equity for the fiscal years ended October 1 , 202 3 , October 2 , 202 2 and October 3 , 202 1
Notes to Consolidated Financial Statements
1 unchanged sentence
2 Consolidated financial statement Schedule
−Removed: Schedule II – Valuation and Qualifying Accounts and Reserves for the fiscal years ended October 2, 2022, October 3, 2021 and September 27, 2020
+Added: Schedule II – Valuation and Qualifying Accounts and Reserves for the fiscal years ended October 1 , 202 3 , October 2 , 202 2 and October 3 , 20 21
All other schedules are omitted because they are neither applicable nor required
3 unchanged sentences
For the Fiscal Years Ended
−Removed: September 27, 2020, October 3, 2021 and October 2, 2022
+Added: October 3, 2021, October 2, 2022 and October 1, 2023
(in thousands)
13 unchanged sentences
The income tax valuation amount represents the release of a valuation allowance in the United Kingdom in fiscal 2021.
−Removed: (3) Includes loss in foreign jurisdictions, currency adjustments and valuation allowance adjustments related to net operating loss carry-forwards.
+Added: (3) Includes losses in foreign jurisdictions, currency adjustments and valuation allowance adjustments related to net operating loss carry-forwards.
INDEX TO EXHIBITS
+Added: Rule 2.7 Announcement, dated as of September 23, 2022 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated September 26, 2022).
+Added: Cooperation Agreement, dated as of September 23, 2022 (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K dated September 26, 2022).
Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated February 26, 2009).
Bylaws of the Company (amended and restated as of November 7, 2022) (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated November 10, 2022).
−Removed: Second Amended and Restated Credit Agreement dated as of July 30, 2018 among Tetra Tech, Inc., Tetra Tech Canada Holding Corporation, Coffey UK Limited, Coffey Services Australia Pty.
−Removed: Ltd., the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated August 1, 2018).
−Removed: Amendment No.
−Removed: 2 to Second Amended and Restated Credit Agreement dated as of February 18, 2022 among Tetra Tech, Inc., Tetra Tech Canada Holding Corporation, Tetra Tech UK Holdings Limited, Tetra Tech Coffey Pty., Ltd., the subsidiary guarantors and the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated February 22, 2022 )
+Added: Indenture, dated as of August 22, 2023, by and between Tetra Tech, Inc.
+Added: Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 22, 2023).
+Added: Form of Global Note, representing Tetra Tech, Inc.’s 2.25% Convertible Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated August 22, 2023).
+Added: Description of Capital Stock (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K dated August 22, 2023).
Bridge Credit Agreement dated as of September 23, 2022 among Tetra Tech, Inc., the lenders party thereto and BofA Securities, Inc., as sole leader arranger and sole bookrunner (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated September 26, 2022)
−Removed: Amendment No.
−Removed: 3 to Second Amended and Restated Credit Agreement dated as of October 7, 2022 among Tetra Tech, Inc., Tetra Tech Canada Holding Corporation, Tetra Tech UK Holdings Limited, Tetra Tech Coffey Pty., Ltd., the subsidiary guarantors and the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated October 11, 2022)
Third Amended and Restated Credit Agreement dated as of October 26, 2022 among Tetra Tech, Inc., Tetra Tech Canada Holding Corporation, Tetra Tech UK Holdings Limited, Tetra Tech Coffey Pty., Ltd., the subsidiary guarantors and the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated October 28, 2022).
+Added: Amendment No.
+Added: 1 to Third Amended and Restated Credit Agreement dated as of August 4, 2023 among Tetra Tech, Inc., Tetra Tech Canada Holding Corporation, Tetra Tech UK Holdings Limited, Tetra Tech Coffey Pty Ltd, the subsidiary guarantors and the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated August 22, 2023).
+Added: Amendment No.
+Added: 2 to Third Amended and Restated Credit Agreement dated as of August 17, 2023 among Tetra Tech, Inc., Tetra Tech Canada Holding Corporation, Tetra Tech UK Holdings Limited, Tetra Tech Coffey Pty Ltd, the subsidiary guarantors and the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated August 22, 2023).
+Added: Form of Confirmation for Capped Call Transactions (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 22, 2023).
Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2012).
11 unchanged sentences
Chief Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) .+
−Removed: Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) .+
Chief Financial Officer Certification pursuant to Rule 13a-14(a)/15d-14(a).
29 unchanged sentences
Prashant Gandhi
−Removed: CHRISTOPHER LEWIS Director November 22, 2022
−Removed: Christopher Lewis
/s/ JOANNE M.
MAGUIRE Director November 22, 2023
+Added: /s/ CHRISTIANA OBIAYA Director November 22, 2023
+Added: Christiana Obiaya
/s/ KIMBERLY E.
5 unchanged sentences
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.