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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).
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: We have excluded from our evaluation of the internal control over financial reporting the current year acquisition, which is included in the December 31, 2021 consolidated financial statements and constituted less than 1% of tangible assets and net assets, respectively, as of December 31, 2021, and less than 1% of revenue and net income, respectively, for the year then ended.
+Added: Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective at the end of 2021.
+Added: The effectiveness of our internal control over financial reporting at the end of 2021 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
−Removed: 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.
+Added: During the fourth quarter of 2021, 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
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
−Removed: 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.
+Added: The information required by this item, insofar as it relates to our 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.”
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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.
+Added: The contents of these websites are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file or furnish with the SEC, and any reference to these websites are intended to be inactive textual references only.
Executive Compensation
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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.
−Removed: Annual Report
+Added: Page in this Annual Report on Form 10-K
Consolidated Balance Sheets
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(2) Financial Statement Schedules
−Removed: 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.
−Removed: 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.
+Added: 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 Annual Report on Form 10-K.
+Added: 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 Annual Report on Form 10-K.
Form 10-K Summary.
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incorporated by reference to:
−Removed: 2.1 Agreement and Plan of Merger dated September 30, 2016 between Trimble Inc.
−Removed: and Trimble Navigation Limited
−Removed: Exhibit 2.1 to Form 8-K filed October 3, 2016
−Removed: 2.2 Stock Purchase Agreement dated as of February 2, 2018 by and among Trimble Inc., e‑Builder, Inc.
−Removed: and the stockholders of e-Builder named therein
−Removed: Exhibit 2.1 to Form 8-K filed February 2, 2018
−Removed: 2.3 Agreement and Plan of Merger dated April 23, 2018, regarding the acquisition of Viewpoint, Inc.
−Removed: Exhibit 2.1 to Form 8-K filed April 24, 2018
3.1 Certificate of Incorporation of Trimble Inc.
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Exhibit 4.1 to Form 8-K filed November 24, 2014
−Removed: 4.3(C) Second Supplemental Indenture, dated October 1, 2016, between Trimble Inc., Trimble Navigation Limited and U.S.
+Added: 4.3(C) Second Supplemental Indenture, dated October 1, 2016, between the Company and U.S.
Bank National Association
Exhibit 4.2 to Form 8-K filed October 3, 2016
−Removed: 4.3(D) Third Supplemental Indenture, dated June 15, 2018, between Trimble Inc.
+Added: 4.3(D) Third Supplemental Indenture, dated June 15, 2018, between the Company 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
−Removed: 10.1(A) Lease dated May 11, 2005 between Carr America Realty Operating Partnership, L.P.
−Removed: and the Company
+Added: 10.1(A) Lease dated May 11, 2005 between the Comp any and Carr America Realty Operating Partnership, L.P.
Exhibit 10.17 to Form 10-K filed March 10, 2006
−Removed: 10.1(B) First Amendment to Lease between Carr NP Properties, LLC and the Company
+Added: 10.1(B) First Amendment to Lease between the Company and Carr NP Properties, LLC
Exhibit 10.23 to Form 10-K filed March 1, 2011
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Exhibit 10.6 to Form 10-Q filed August 8, 2017
−Removed: 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.
+Added: 10.2(A) Credit Agreement dated as of May 15, 2018 by and among the Company , 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
−Removed: 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.
+Added: 10.2(B) Extension and Amendment Agreement, dated May 4, 2020, amending Credit Agreement dated May 15, 2018, by and among the Company , the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
Exhibit 10.1 to Form 8-K filed May 6, 2020
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Exhibit 10.2 to Form 10-Q filed November 6, 2020
−Removed: 10.7+ Age and Service Equity Vesting Program
−Removed: Exhibit 10.3 to Form 10-Q filed August 8, 2017
+Added: 10.7+ Age and Service Equity Vesting Pro gram , as amended August 6, 2021
+Added: Exhibit 10.1 to Form 10-Q filed November 4, 2021
10.8(A)+ Employee Stock Purchase Plan, as amended March 13, 2017
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Exhibit 10.5 to Form 10-Q filed November 10, 2015
−Removed: 10.9(A)+ 2002 Stock Plan, as amended January 1, 2019
−Removed: Exhibit 10.1 to Form 10-Q filed May 7, 2019
+Added: 10.9(A)+ 2002 Stock Plan, as amended April 6, 2020
+Added: Appendix B of Form DEF 14A filed April 15, 2020
10.9(B)+ 2002 Stock Plan - Form of stock option agreement (U.S.
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Exhibit 10.5 to Form 10-Q filed August 8, 2017
−Removed: 10.9(J)+ 2002 Stock Plan - Form of global performance stock unit award agreement (officers)
+Added: 10.9(J)+ 2002 Stock Plan - Form of glob al performance stock un it award agreement (officers)
Exhibit 10.1 to Form 10-Q filed August 2, 2019
3 unchanged sentences
Exhibit 10.2 to Form 10-Q filed August 7, 2020
−Removed: 10.10+ Annual Management Incentive Plan Description
−Removed: Exhibit 10.1 to Form 10-Q filed May 8, 2017
+Added: 10.9(M)+ 2002 Stock Plan - Form of performance stock unit award agreement (ARR-based)
+Added: Exhibit 10.1 to Form 10-Q filed August 9, 2021
+Added: 10.9(N)+ 2002 Stock Plan - Form of performance stock unit award agreement (TSR-based, 2021 revision)
+Added: Exhibit 10.2 to Form 10-Q filed August 9, 2021
+Added: 10.10+ Trimble OneBonus Plan Description
+Added: Exhibit 10.1 to Form 8-K filed February 25, 2021
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
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Painter dated January 4, 2020
−Removed: Filed herewith
+Added: Exhibit 10.15 to Form 10-K filed February 26, 2021
10.16+ Executive Severance Agreement between the Company and Robert G.
Painter dated January 4, 2020
−Removed: Filed herewith
−Removed: 10.17+ Severance Agreement between the Company and Michael D.
−Removed: Bank dated October 16, 2020
−Removed: Filed herewith
+Added: Exhibit 10.16 to Form 10-K filed February 26, 2021
21.1 Subsidiaries of the Company
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++ 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.
−Removed: 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.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report of this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
/ S / ROBERT G.
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Know all persons by these presents, that each person whose signature appears below constitutes and appoints Robert G.
−Removed: 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.
+Added: 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 of this Annual 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:
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Director February 22, 2022
+Added: /s/ ANN FANDOZZI
+Added: Director February 22, 2022
/s/ KAIGHAM (KEN) GABRIEL
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Director February 22, 2022
−Removed: Director February 26, 2021
/s/ MEAGHAN LLOYD
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Director February 22, 2022
+Added: /s/ THOMAS W.
Director February 22, 2022
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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.