Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
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
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. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
(b) 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 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.
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 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.
Item 9B. Other Information
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item, insofar as it relates to Trimble’s directors, will be contained under the captions “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement and is incorporated herein by reference. The information required by this item relating to executive officers is set forth above in Item 1 Business Overview under the caption “Executive Officers.”
The information required by this item insofar as it relates to the nominating and audit committees will be contained in the Proxy Statement under the caption “Board Meetings and Committees; Director Independence.”
Code of Ethics
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.
Item 11. Executive Compensation
The information required by this item will be contained in the Proxy Statement under the captions “Executive Compensation” and “Non-Employee Director Compensation” and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be contained in the Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be contained in the Proxy Statement under the caption “Certain Relationships and Related Person Transactions” and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The information required by this item will be contained in the Proxy Statement under the caption “Principal Accounting Fees and Services” and is incorporated herein by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) (1) Financial Statements
The following consolidated financial statements required by this item are included in Part II Item 8 hereof under the caption “Financial Statements and Supplementary Data.”
Page in this
Annual Report
on Form 10-K
Consolidated Balance Sheets
52
Consolidated Statements of Income
53
Consolidated Statements of Comprehensive Income
54
Consolidated Statements of Stockholders’ Equity
55
Consolidated Statements of Cash Flows
56
Notes to Consolidated Financial Statements
57
Reports of Independent Registered Public Accounting Firm
81
(2) Financial Statement Schedules
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.
(b) Exhibits
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.
Item 16. Form 10-K Summary.
None.
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INDEX TO EXHIBITS
Exh. No. Description of Exhibit Filed herewith or
incorporated by reference to:
2.1 Agreement and Plan of Merger dated September 30, 2016 between Trimble Inc. and Trimble Navigation Limited
Exhibit 2.1 to Form 8-K filed October 3, 2016
2.2 Stock Purchase Agreement dated as of February 2, 2018 by and among Trimble Inc., e‑Builder, Inc. and the stockholders of e-Builder named therein
Exhibit 2.1 to Form 8-K filed February 2, 2018
2.3 Agreement and Plan of Merger dated April 23, 2018, regarding the acquisition of Viewpoint, Inc.
Exhibit 2.1 to Form 8-K filed April 24, 2018
3.1 Certificate of Incorporation of Trimble Inc.
Exhibit 3.1 to Form 8-K filed October 3, 2016
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.
Exhibit 4.1 to Form 8-K filed October 3, 2016
4.2 Description of Securities of Trimble Inc.
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
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
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
4.3(D) Third Supplemental Indenture, dated June 15, 2018, between Trimble Inc. and U.S. 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
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
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
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
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
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
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
10.8(A)+ Employee Stock Purchase Plan, as amended March 13, 2017
Appendix B of Form DEF 14A filed March 23, 2017
10.8(B)+ Employee Stock Purchase Plan - Form of global subscription agreement
Exhibit 10.5 to Form 10-Q filed November 10, 2015
10.9(A)+ 2002 Stock Plan, as amended January 1, 2019
Exhibit 10.1 to Form 10-Q filed May 7, 2019
10.9(B)+ 2002 Stock Plan - Form of stock option agreement (U.S. directors)
Exhibit 10.2 to Form 10-Q filed November 7, 2014
10.9(C)+ 2002 Stock Plan - Form of stock option agreement (non-U.S. directors)
Exhibit 10.3 to Form 10-Q filed November 7, 2014
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10.9(D)+ 2002 Stock Plan - Form of global stock option agreement (officers)
Exhibit 10.1 to Form 10-Q filed November 10, 2015
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
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
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
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
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
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
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
Exhibit 10.1 to Form 10-Q filed May 8, 2017
10.11+ Form of Change in Control Severance Agreement between the Company and certain Company officers, together with a schedule identifying material differences in the agreements entered into with specific officers
Exhibit 10.1 to Form 10-Q filed August 8, 2017
10.12+ Form of Executive Severance Agreement between the Company and certain Company officers, together with a schedule identifying material differences in the agreements entered into with specific officers
Exhibit 10.2 to Form 10-Q filed August 8, 2017
10.13+ Change in Control Severance Agreement between the Company and Steven W. Berglund dated February 20, 2019
Exhibit 10.1 to Form 10-K filed February 22, 2019
10.14+ Executive Severance Agreement between the Company and Steven W. Berglund dated February 20, 2019
Exhibit 10.2 to Form 10-K filed February 22, 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
Filed herewith
23.1 Consent of Independent Registered Public Accounting Firm
Filed herewith
24.1 Power of Attorney (included on signature page herein)
31.1 Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
31.2 Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
32.1 Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
32.2 Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
101++ The following financial statements from this Annual Report on Form 10-K, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags
104++ The cover page from this Annual Report on Form 10-K, formatted in Inline XBRL
+ Indicates management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10–K.
++ 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.
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SIGNATURES
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.
TRIMBLE INC.
By: / S / ROBERT G. PAINTER
Robert G. Painter,
President and Chief Executive Officer
February 26, 2021
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POWER OF ATTORNEY
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Robert G. Painter as his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
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:
Signature Capacity in which Signed
/s/ ROBERT G. PAINTER
Robert G. Painter
President, Chief Executive Officer, Director February 26, 2021
/s/ DAVID G. BARNES
David G. Barnes
Chief Financial Officer
(Principal Financial Officer) February 26, 2021
/s/ JULIE A. SHEPARD
Julie A. Shepard
Chief Accounting Officer
(Principal Accounting Officer) February 26, 2021
/s/ STEVEN W. BERGLUND
Steven W. Berglund
Director February 26, 2021
/s/ JAMES C. DALTON
James C. Dalton
Director February 26, 2021
/s/ BORJE EKHOLM
Börje Ekholm
Director February 26, 2021
/s/ KAIGHAM (KEN) GABRIEL
Kaigham (Ken) Gabriel
Director February 26, 2021
/s/ MERIT E. JANOW
Merit E. Janow
Director February 26, 2021
/s/ MEAGHAN LLOYD
Meaghan Lloyd
Director February 26, 2021
/s/ SANDRA MACQUILLAN
Sandra MacQuillan
Director February 26, 2021
/s/ RON S. NERSESIAN
Ron S. Nersesian
Director February 26, 2021
/s/ MARK S. PEEK
Mark S. Peek
Director February 26, 2021
/s/ JOHAN WIBERGH
Johan Wibergh
Director February 26, 2021
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