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Item 9A. Controls and Procedures

2024-11-19 compared with 2023-11-22 · 33 added, 30 removed, 115 unchanged (35% of the section changed)

1 unchanged sentence

Evaluation of disclosure controls and procedures and changes in internal control over financial reporting

At October 1, 2023, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures .

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.

At September 29, 2024, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures .

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.

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Accordingly, even effective internal control over financial reporting can only provide reasonable assurance of achieving their control objectives.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting at October 1, 2023, based on the criteria in Internal Control – Integrated Framework (2013) issued by the COSO.

Based upon this assessment, management has concluded that our internal control over financial reporting was effective at October 1, 2023.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting at September 29, 2024, based on the criteria in Internal Control – Integrated Framework (2013) issued by the COSO.

Based upon this assessment, management has concluded that our internal control over financial reporting was effective at September 29, 2024.

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.

This report, dated November 19, 2024, appears on pages 51-52 of this F orm 10-K.

Consistent with the guidance issued by the Securities and Exchange Commission Staff, management's assessment of internal control over financial reporting excluded LS Technologies ("LST"), which we acquired on January 31, 2024.

LST is a wholly owned subsidiary whose total assets and total revenues represent 1.4% and 1.7%, respectively, of the related consolidated financial statement amounts as of and for the fiscal year ended September 29, 2024.

Changes in Internal Control over Financial Reporting

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.

There were no changes in our internal control over financial reporting that occurred during the three months ended September 29, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Insider Trading Arrangements

During fiscal 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any "non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K.

Directors, Executive Officers and Corporate Governance

The information required by this item relating to our directors and nominees, regarding compliance with Section 16(a) of the Exchange Act, and regarding our Audit Committee is included under the captions "Item No.

1 – Election of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" in our Proxy Statement related to the 2024 Annual Meeting of Stockholders and is incorporated by reference.

1 – Election of Directors"

and "Section 16(a) Beneficial Ownership Reporting Compliance" in our Proxy Statement related to th e 2025 An nual Meeting of Stockholders and is incorporated by reference.

Pursuant to General Instruction G (3) of Form 10-K, the information required by this item relating to our executive officers is included under the caption "Executive Officers of the Registrant" in Part I of this Report.

5 unchanged sentences

The information required by this item is included under the captions "Item No.

1 – Election of Directors" and "Executive Compensation Tables" in our Proxy Statement related to the 2024 Annual Meeting of Stockholders and is incorporated by reference.

1 – Election of Directors" and "Executive Compensation Tables" in our Proxy Statement related to t he 2025 Annual Meeting of Stockholders and is incorporated by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item relating to security ownership of certain beneficial owners and management, and securities authorized for issuance under equity compensation plans, is included under the caption "Security Ownership of Management and Significant Stockholders" in our Proxy Statement related to the 2024 Annual Meeting of Stockholders and is incorporated by reference.

The information required by this item relating to security ownership of certain beneficial owners and management, and securities authorized for issuance under equity compensation plans, is included under the caption "Security Ownership of Management and Significant Stockholders" in our Proxy Statement related to t he 2025 Ann ual Meeting of Stockholders and is incorporated by reference.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item relating to review, approval or ratification of transactions with related persons is included under the caption "Related Person Transactions," and the information required by this item relating to director independence is included under the caption "Item No.

1 – Election of Directors," in each case in our Proxy Statement related to the 2024 Annual Meeting of Stockholders and is incorporated by reference.

1 – Election of Directors," in each case in our Proxy Statement related to t he 2025 A nnual Meeting of Stockholders and is incorporated by reference.

Principal Accounting Fees and Services

The information required by this item is included under the caption "Item No.

4 – Ratification of Independent Registered Public Accounting Firm" in our Proxy Statement related to the 2024 Annual Meeting of Stockholders and is incorporated by reference.

4 – Ratification of Independent Registered Public Accounting Firm" in our Proxy Statement related to the 2025 Annua l Meeting of Stockholders and is incorporated by reference.

Exhibits, Financial Statement Schedules

1 unchanged sentence

1 Consolidated financial statements

Consolidated Balance Sheets at October 1 , 202 3 and October 2 , 202 2

Consolidated Statements of Income for the fiscal years ended October 1 , 202 3 , October 2 , 202 2 and October 3 , 20 21

Consolidated Statements of Comprehensive Income for the fiscal years ended October 1 , 202 3 , October 2 , 202 2 and October 3 , 20 21

Consolidated Statements of Cash Flows for the fiscal years ended October 1 , 202 3 , October 2 , 202 2 and Octo ber 3 , 202 1

Consolidated Statements of Equity for the fiscal years ended October 1 , 202 3 , October 2 , 202 2 and October 3 , 202 1

Consolidated Balance Sheets at Se ptember 29 , 202 4 and October 1 , 202 3

Consolidated Statements of Income for the fiscal years ended September 29 , 202 4 , October 1 , 202 3 and October 2 , 202 2

Consolidated Statements of Comprehensive Income for the fiscal years ended September 29 , 202 4 , October 1 , 202 3 and October 2 , 202 2

Consolidated Statements of Cash Flows for the fiscal years ended September 29 , 202 4 , October 1 , 202 3 and October 2 , 202 2

Consolidated Statements of Equity for the fiscal years ended September 29 , 202 4 , October 1 , 202 3 and October 2 , 20 2 2

Notes to Consolidated Financial Statements

1 unchanged sentence

2 Consolidated financial statement Schedule

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

Schedule II – Valuation and Qualifying Accounts and Reserves for the fiscal years ended September 29 , 202 4 , October 1 , 202 3 and October 2 , 202 2

All other schedules are omitted because they are neither applicable nor required

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For the Fiscal Years Ended

October 3, 2021, October 2, 2022 and October 1, 2023

October 2, 2022, October 1, 2023 and September 29, 2024

(in thousands)

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Fiscal 2024 16,559 — ( 720 ) 1,002 16,841

(1) Reflects updated presentation of allowance for doubtful accounts to include expected credit losses in anticipation of our adoption of ASU 2016-13 in the first quarter of fiscal 2021.

(1) Primarily represents write-offs of uncollectible amounts, net of recoveries for the allowance for doubtful accounts.

The income tax valuation amount represents the release of a valuation allowance in the United Kingdom in fiscal 2021.

(2) Includes losses in foreign jurisdictions, currency adjustments and valuation allowance adjustments related to net operating loss carry-forwards.

3 unchanged sentences

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).

Amendment to the Restated Certificate of Incorporation of Tetra Tech, Inc., dated September 6, 20 24 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated September 6, 2024).

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).

2 unchanged sentences

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).

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)

Description of Capital Stock.+

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).

13 unchanged sentences

Executive Compensation Plan (as amended and restated November 14, 2013) (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2013).*

and Subsidiaries Insider Trading Policy.+

Tetra Tech, Inc.

and Subsidiaries Insider Trading Policy – Pre-Clearance and Blackout Procedures.+

Subsidiaries of the Company.+

Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP).

Power of Attorney (included on page 94 of this Annual Report on Form 10-K).

Power of Attorney (included on page 9 5 o f this Annual Report on Form 10-K).

Chief Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) .+

3 unchanged sentences

Mine Safety Disclosures.

101 The following financial information from our Company's Annual Report on Form 10-K, for the period ended October 1, 2023, formatted in Inline eXtensible Business Reporting Language:

Incentive Compensation Recoupment Policy +

101 The following financial information from our Company's Annual Report on Form 10-K, for the period ended September 29, 2024, formatted in Inline eXtensible Business Reporting Language:

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statement of Comprehensive Income, (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements.+

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

_______________________________________________________________________________

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Filed herewith.

(1) Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of the section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.

Form 10-K Summary

2 unchanged sentences

November 19, 2024 Dan L.

Chairman and Chief Executive Officer

Chairman, Chief Executive Officer and President

POWER OF ATTORNEY

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Signature Title Date

BATRACK Chairman and Chief Executive Officer November 22, 2023

BATRACK Chairman, Chief Executive Officer and President November 19, 2024

Batrack (Principal Executive Officer)

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BIRKENBEUEL Director November 19, 2024

DOUGLAS Director November 19, 2024

/s/ PRASHANT GANDHI Director November 19, 2024

Prashant Gandhi

/s/ JOANNE M.

MAGUIRE Director November 22, 2023

/s/ CHRISTIANA OBIAYA Director November 19, 2024

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RITRIEVI Director November 19, 2024

KENNETH THOMPSON Director November 22, 2023

Kenneth Thompson

/s/ KIRSTEN M.

1 unchanged sentence

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