What changed in this filing

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Item 9A. Controls and Procedures

2021-02-26 compared with 2020-02-28 · 69 added, 75 removed, 136 unchanged (51% of the section changed)

1 unchanged sentence

(a) Evaluation of Disclosure Controls and Procedures

The Company's management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.

Based on such evaluation, our CEO and CFO have concluded that, as of the end of such period, our disclosure controls and procedures are effective.

Inherent Limitations on Effectiveness of Controls

The Company’s management, including the CEO and CFO, does not expect that our internal control over financial reporting will prevent or detect all error and all fraud.

Our management, including the CEO and CFO, does not expect that our internal control over financial reporting will prevent or detect all error and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

1 unchanged sentence

(b) Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

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

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s management, including the CEO and CFO, conducted an evaluation of the effectiveness of its internal control over financial reporting based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

The Company has excluded from its evaluation the internal control over financial reporting of all current year acquisitions, which are included in the January 3, 2020 consolidated financial statements and constituted less than 1% of tangible assets and net assets, respectively, as of January 3, 2020 , and less than 1% of revenue and net income, respectively, for the year then ended.

Based on the results of this evaluation, the Company’s management concluded that its internal control over financial reporting was effective at the end of fiscal 2019 .

Our management, including the CEO and CFO, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

We have excluded from our evaluation the internal control over financial reporting of all current year acquisitions, which are included in the January 1, 2021 consolidated financial statements and constituted less than 1% of tangible assets and net assets, respectively, as of January 1, 2021, and less than 1% of revenue and net income, respectively, for the year then ended.

Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective at the end of fiscal 2020.

The effectiveness of our internal control over financial reporting at the end of fiscal 2020 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included elsewhere herein.

Changes in Internal Control over Financial Reporting

During the fourth quarter of fiscal 2019 , there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the fourth quarter of fiscal 2020, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

5 unchanged sentences

Code of Ethics

The Company’s Business Ethics and Conduct Policy applies to, among others, the Company’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and other finance organization employees.

The Business Ethics and Conduct Policy is available on the Company’s website at www.trimble.com under the heading “Corporate Governance - Governance Documents” on the Investor Relations page of our website.

A copy will be provided, without charge, to any stockholder who requests one by written request addressed to General Counsel, Trimble Inc., 935 Stewart Drive, Sunnyvale, CA 94085.

If any substantive amendments to the Business Ethics and Conduct Policy are made or any waivers are granted, including any implicit waiver, from a provision of the Business Ethics and Conduct Policy, to its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, or Corporate Controller, the Company will disclose the nature of such amendment or waiver on the Company’s website at www.trimble.com or in a report on Form 8-K.

Our Business Ethics and Conduct Policy applies to, among others, our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and other finance organization employees.

We make available our Business Ethics and Conduct Policy free of charge through our website at www.trimble.com under the heading “Corporate Governance - Governance Documents” on the Investor Relations page.

If any substantive amendments to the Business Ethics and Conduct Policy are made or any waivers are granted, including any implicit waiver, from a provision of the Business Ethics and Conduct Policy, to its Chief Executive Officer, Chief Financial Officer, or Chief Accounting Officer we will disclose the nature of such amendment or waiver on our website at www.trimble.com or in a report on Form 8-K.

Executive Compensation

18 unchanged sentences

(2) Financial Statement Schedules

The following financial statement schedule is filed as part of this report:

Annual Report

Schedule II—Valuation and Qualifying Accounts

All other schedules have been omitted as they are either not required or not applicable, or the required information is included in the consolidated financial statements or the notes thereto.

All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes included in this Form 10-K.

We have filed, or incorporated into the Report by reference, the exhibits listed on the accompanying Index to Exhibits immediately preceding the signature page of this Form 10-K.

1 unchanged sentence

INDEX TO EXHIBITS

Description of Exhibit

Filed herewith or

Description of Exhibit Filed herewith or

incorporated by reference to:

9 unchanged sentences

Exhibit 3.1 to Form 8-K filed October 3, 2016

By-Laws of Trimble Inc., effective as of January 4, 2020

Exhibit 3.1 to Form 8-K filed November 15, 2019

3.2 Amended and Restated By-Laws of Trimble Inc.

(effective October 1, 2020)

Exhibit 3.1 to Form 8-K filed September 30, 2020

4.1 Form of Common Stock Certificate of Trimble Inc.

1 unchanged sentence

4.2 Description of Securities of Trimble Inc.

Filed herewith

Indenture, dated as of October 30, 2014, between the Company and U.S.

Exhibit 4.2 to Form 10-K filed February 28, 2020

4.3(A) Indenture, dated as of October 30, 2014, between the Company and U.S.

Bank National Association

Exhibit 4.2 to Form S-3 filed October 30, 2014

First Supplemental Indenture, dated November 24, 2014, between the Company and U.S.

4.3(B) First Supplemental Indenture, dated November 24, 2014, between the Company and U.S.

Bank National Association (which includes Form of 4.750% Senior Note due 2024)

Exhibit 4.1 to Form 8-K filed November 24, 2014

Second Supplemental Indenture, dated October 1, 2016, between Trimble Inc., Trimble Navigation Limited and U.S.

4.3(C) Second Supplemental Indenture, dated October 1, 2016, between Trimble Inc., Trimble Navigation Limited and U.S.

Bank National Association

Exhibit 4.2 to Form 8-K filed October 3, 2016

Third Supplemental Indenture, dated June 15, 2018, between Trimble Inc.

4.3(D) Third Supplemental Indenture, dated June 15, 2018, between Trimble Inc.

Bank National Association (which includes Form of 4.150% Senior Note due 2023 and Form of 4.900% Senior Note due 2028)

Exhibit 4.1 to Form 8-K filed June 15, 2018

Lease dated May 11, 2005 between Carr America Realty Operating Partnership, L.P.

10.1(A) Lease dated May 11, 2005 between Carr America Realty Operating Partnership, L.P.

and the Company

Exhibit 10.17 to Form 10-K filed March 10, 2006

First Amendment to Lease between Carr NP Properties, LLC and the Company

10.1(B) First Amendment to Lease between Carr NP Properties, LLC and the Company

Exhibit 10.23 to Form 10-K filed March 1, 2011

Second Amendment to Lease between the Company and Wilson Oakmead West, LLC (successor in interest to Carr NP Properties, LLC)

10.1(C) Second Amendment to Lease between the Company and Wilson Oakmead West, LLC (successor in interest to Carr NP Properties, LLC)

Exhibit 10.6 to Form 10-Q filed August 8, 2017

Credit Agreement dated as of May 15, 2018 by and among Trimble Inc., the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A.

10.2(A) Credit Agreement dated as of May 15, 2018 by and among Trimble Inc., the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A.

Exhibit 10.1 to Form 8-K filed May 16, 2018

10.2(B) Extension and Amendment Agreement, dated May 4, 2020, amending Credit Agreement dated May 15, 2018, by and among Trimble Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Exhibit 10.1 to Form 8-K filed May 6, 2020

10.3+ Form of Indemnification Agreement between the Company and its officers and directors

Exhibit 10.1 to Form 8-K filed November 15, 2017

Board of Directors Compensation Policy, effective as of May 7, 2015

Exhibit 10.1 to Form 8-K filed May 11, 2015

10.4+ Board of Directors Compensation Policy as amended August 24, 2020

Exhibit 10.1 to Form 10-Q filed November 6, 2020

10.5+ Incentive Compensation Recoupment Policy

Exhibit 99.1 to Form 8-K filed May 8, 2017

Deferred Compensation Plan, as amended December 31, 2018

Exhibit 10.1 to Form 10-Q filed May 7, 2019

10.6+ Deferred Compensation Plan, as amended August 26, 2020

Exhibit 10.2 to Form 10-Q filed November 6, 2020

10.7+ Age and Service Equity Vesting Program

Exhibit 10.3 to Form 10-Q filed August 8, 2017

Employee Stock Purchase Plan, as amended March 13, 2017

10.8(A)+ Employee Stock Purchase Plan, as amended March 13, 2017

Appendix B of Form DEF 14A filed March 23, 2017

Employee Stock Purchase Plan - Form of global subscription agreement

10.8(B)+ Employee Stock Purchase Plan - Form of global subscription agreement

Exhibit 10.5 to Form 10-Q filed November 10, 2015

2002 Stock Plan, as amended January 1, 2019

10.9(A)+ 2002 Stock Plan, as amended January 1, 2019

Exhibit 10.1 to Form 10-Q filed May 7, 2019

2002 Stock Plan - Form of stock option agreement (U.S.

10.9(B)+ 2002 Stock Plan - Form of stock option agreement (U.S.

Exhibit 10.2 to Form 10-Q filed November 7, 2014

2002 Stock Plan - Form of stock option agreement (non-U.S.

10.9(C)+ 2002 Stock Plan - Form of stock option agreement (non-U.S.

Exhibit 10.3 to Form 10-Q filed November 7, 2014

2002 Stock Plan - Form of global stock option agreement (officers)

10.9(D)+ 2002 Stock Plan - Form of global stock option agreement (officers)

Exhibit 10.1 to Form 10-Q filed November 10, 2015

2002 Stock Plan - Form of global restricted stock unit award agreement

10.9(E)+ 2002 Stock Plan - Form of global restricted stock unit award agreement

Exhibit 10.2 to Form 10-Q filed November 10, 2015

2002 Stock Plan - Form of global performance restricted stock unit award agreement

10.9(F)+ 2002 Stock Plan - Form of global performance restricted stock unit award agreement

Exhibit 10.6 to Form 10-Q filed November 10, 2015

2002 Stock Plan - Form of global restricted stock unit award agreement (officers)

10.9(G)+ 2002 Stock Plan - Form of global restricted stock unit award agreement (officers)

Exhibit 10.30 to Form 10-K filed February 24, 2017

2002 Stock Plan - Form of global performance stock unit award agreement (Operating Income/Revenue)

10.9(H)+ 2002 Stock Plan - Form of global performance stock unit award agreement (Operating Income/Revenue)

Exhibit 10.4 to Form 10-Q filed August 8, 2017

2002 Stock Plan - Form of global performance stock unit award agreement (Total Stockholder Return)

10.9(I)+ 2002 Stock Plan - Form of global performance stock unit award agreement (Total Stockholder Return)

Exhibit 10.5 to Form 10-Q filed August 8, 2017

2002 Stock Plan - Form of global performance stock unit award agreement (officers)

10.9(J)+ 2002 Stock Plan - Form of global performance stock unit award agreement (officers)

Exhibit 10.1 to Form 10-Q filed August 2, 2019

2002 Stock Plan - Performance stock option agreement between the Company and Rob Painter issued January 4, 2020

Filed herewith

10.9(K)+ 2002 Stock Plan - Performance stock option agreement between the Company and Rob Painter issued January 4, 2020

Exhibit 10.9(K) to Form 10-K filed February 28, 2020

10.9(L)+ 2002 Stock Plan - Form of performance stock unit award agreement (officers, TSR-based)

Exhibit 10.2 to Form 10-Q filed August 7, 2020

10.10+ Annual Management Incentive Plan Description

10 unchanged sentences

Exhibit 10.2 to Form 10-K filed February 22, 2019

Offer Letter between the Company and David Barnes (in his capacity as CFO) dated November 8, 2019

Exhibit 10.1 to Form 8-K filed November 18, 2019

Severance Agreement between the Company and Rosalind Buick executed December 6, 2019

10.15+ Change in Control Severance Agreement between the Company and Robert G.

Painter dated January 4, 2020

Filed herewith

10.16+ Executive Severance Agreement between the Company and Robert G.

Painter dated January 4, 2020

Filed herewith

10.17+ Severance Agreement between the Company and Michael D.

Bank dated October 16, 2020

Filed herewith

21.1 Subsidiaries of the Company

16 unchanged sentences

++ Pursuant to applicable securities laws and regulations, the Company is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as the Company has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements.

Portions of this document have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

6 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Capacity in which Signed

Signature Capacity in which Signed

/s/ ROBERT G.

President, Chief Executive Officer, Director

February 28, 2020

President, Chief Executive Officer, Director February 26, 2021

Chief Financial Officer

(Principal Financial Officer)

February 28, 2020

(Principal Financial Officer) February 26, 2021

Chief Accounting Officer

(Principal Accounting Officer)

February 28, 2020

(Principal Accounting Officer) February 26, 2021

/s/ STEVEN W.

February 28, 2020

Director February 26, 2021

/s/ BORJE EKHOLM

February 28, 2020

Director February 26, 2021

/s/ KAIGHAM (KEN) GABRIEL

Kaigham (Ken) Gabriel

February 28, 2020

Director February 26, 2021

/s/ MEAGHAN LLOYD

Meaghan Lloyd

February 28, 2020

Director February 26, 2021

/s/ SANDRA MACQUILLAN

Sandra MacQuillan

February 28, 2020

Director February 26, 2021

/s/ JOHAN WIBERGH

Johan Wibergh

February 28, 2020

VALUATION AND QUALIFYING ACCOUNTS

(In millions)

Allowance for doubtful accounts:

Balance at beginning of period

Acquired allowance

Bad debt expense

Write-offs, net of recoveries

Balance at end of period

Director February 26, 2021

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