11 unchanged sentences
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 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: We have excluded from our evaluation of the internal control over financial reporting the businesses acquired in 2022, which are included in the December 30, 2022 consolidated financial statements and constituted less than 1% of tangible assets and net assets, respectively, as of December 30, 2022, 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 2022.
14 unchanged sentences
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.
−Removed: 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.
+Added: The contents of these websites are not intended to be incorporated by reference into this report 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
7 unchanged sentences
Exhibits and Financial Statement Schedules.
−Removed: (a) (1) Financial Statements
+Added: (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.
−Removed: Page in this Annual Report on Form 10-K
+Added: Page in this Report
Consolidated Balance Sheets
6 unchanged sentences
(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 Annual Report on 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 Annual Report on 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 report.
+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 report.
Form 10-K Summary.
2 unchanged sentences
incorporated by reference to:
+Added: 2.1 * Sale and Purchase Agreement, dated December 11, 2022, by and among the Company, Trimble Trailblazer GmbH and Spider Investments Luxembourg S.à r.l.
+Added: 2.1 to Form 8-K/A filed Dec.
3.1 Certificate of Incorporation of Trimble Inc.
−Removed: Exhibit 3.1 to Form 8-K filed October 3, 2016
+Added: 3.1 to Form 8-K filed Oct.
3.2 Amended and Restated By-Laws of Trimble Inc.
(effective October 1, 2020)
−Removed: Exhibit 3.1 to Form 8-K filed September 30, 2020
+Added: 3.1 to Form 8-K filed Sep.
4.1 Form of Common Stock Certificate of Trimble Inc.
−Removed: Exhibit 4.1 to Form 8-K filed October 3, 2016
+Added: 4.1 to Form 8-K filed Oct.
4.2 Description of Securities of Trimble Inc.
−Removed: Exhibit 4.2 to Form 10-K filed February 28, 2020
+Added: 4.2 to Form 10-K filed Feb.
4.3(A) Indenture, dated as of October 30, 2014, between the Company and U.S.
Bank National Association
−Removed: Exhibit 4.2 to Form S-3 filed October 30, 2014
+Added: 4.2 to Form S-3 filed Oct.
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)
−Removed: Exhibit 4.1 to Form 8-K filed November 24, 2014
+Added: 4.1 to Form 8-K filed Nov.
4.3(C) Second Supplemental Indenture, dated October 1, 2016, between the Company and U.S.
Bank National Association
−Removed: Exhibit 4.2 to Form 8-K filed October 3, 2016
+Added: 4.2 to Form 8-K filed Oct.
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)
−Removed: Exhibit 4.1 to Form 8-K filed June 15, 2018
−Removed: 10.1(A) Lease dated May 11, 2005 between the Comp any and Carr America Realty Operating Partnership, L.P.
−Removed: Exhibit 10.17 to Form 10-K filed March 10, 2006
+Added: 4.1 to Form 8-K filed June 15, 2018
+Added: 10.1(A) Lease dated May 11, 2005 between the Company and Carr America Realty Operating Partnership, L.P.
+Added: 10.17 to Form 10-K filed Mar.
10.1(B) First Amendment to Lease between the Company and Carr NP Properties, LLC
−Removed: Exhibit 10.23 to Form 10-K filed March 1, 2011
+Added: 10.23 to Form 10-K filed Mar.
10.1(C) Second Amendment to Lease between the Company and Wilson Oakmead West, LLC (successor in interest to Carr NP Properties, LLC)
−Removed: 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 the Company , the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A.
−Removed: 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 the Company , the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
−Removed: Exhibit 10.1 to Form 8-K filed May 6, 2020
+Added: 10.6 to Form 10-Q filed Aug.
+Added: 10.2(A) Credit Agreement, dated March 24, 2022, by and among Trimble Inc., the borrowing subsidiaries from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent.
+Added: 10.1 to Form 8-K filed Mar.
+Added: 10.2(B) 364-Day Bridge Facility Commitment Letter, dated December 11, 2022, by and among the Company, BofA Securities, Inc.
+Added: and Bank of America, N.A.
+Added: 10.1 to Form 8-K filed Dec.
+Added: 10.2(C) Term Loan Credit Agreement, dated December 27, 2022, by and among Trimble Inc., the lenders from time to time party thereto and Bank of America, N.A., as administrative agent.
+Added: 10.1 to Form 8-K filed Dec.
+Added: 10.2(D) Amendment No.
+Added: 1 to Credit Agreement, dated as of December 27, 2022, entered into among Trimble Inc., the lenders party thereto and Bank of America, N.A., as administrative agent.
+Added: 10.2 to Form 8-K filed Dec.
10.3+ Form of Indemnification Agreement between the Company and its officers and directors
−Removed: Exhibit 10.1 to Form 8-K filed November 15, 2017
−Removed: 10.4+ Board of Directors Compensation Policy as amended August 24, 2020
−Removed: Exhibit 10.1 to Form 10-Q filed November 6, 2020
+Added: 10.1 to Form 8-K filed Nov.
+Added: 10.4+ Board of Directors Compensation Policy as amended February 22, 2022
+Added: 10.1 to Form 8-K filed Feb.
10.5+ Incentive Compensation Recoupment Policy
−Removed: Exhibit 99.1 to Form 8-K filed May 8, 2017
+Added: 99.1 to Form 8-K filed May 8, 2017
10.6+ Deferred Compensation Plan, as amended August 26, 2020
−Removed: Exhibit 10.2 to Form 10-Q filed November 6, 2020
−Removed: 10.7+ Age and Service Equity Vesting Pro gram , as amended August 6, 2021
−Removed: Exhibit 10.1 to Form 10-Q filed November 4, 2021
+Added: 10.2 to Form 10-Q filed Nov.
+Added: 10.7+ Age and Service Equity Vesting Program , as amended August 6, 2021
+Added: 10.1 to Form 10-Q filed Nov.
10.8(A)+ Employee Stock Purchase Plan, as amended March 13, 2017
−Removed: Appendix B of Form DEF 14A filed March 23, 2017
+Added: B of Form DEF 14A filed Mar.
10.8(B)+ Employee Stock Purchase Plan - Form of global subscription agreement
−Removed: Exhibit 10.5 to Form 10-Q filed November 10, 2015
+Added: 10.5 to Form 10-Q filed Nov.
10.9(A)+ 2002 Stock Plan, as amended April 6, 2020
−Removed: Appendix B of Form DEF 14A filed April 15, 2020
+Added: B of Form DEF 14A filed Apr.
10.9(B)+ 2002 Stock Plan - Form of stock option agreement (U.S.
−Removed: Exhibit 10.2 to Form 10-Q filed November 7, 2014
+Added: 10.2 to Form 10-Q filed Nov.
10.9(C)+ 2002 Stock Plan - Form of stock option agreement (non-U.S.
−Removed: Exhibit 10.3 to Form 10-Q filed November 7, 2014
+Added: 10.3 to Form 10-Q filed Nov.
10.9(D)+ 2002 Stock Plan - Form of global stock option agreement (officers)
−Removed: Exhibit 10.1 to Form 10-Q filed November 10, 2015
+Added: 10.1 to Form 10-Q filed Nov.
10.9(E)+ 2002 Stock Plan - Form of global restricted stock unit award agreement
−Removed: Exhibit 10.2 to Form 10-Q filed November 10, 2015
+Added: 10.2 to Form 10-Q filed Nov.
10.9(F)+ 2002 Stock Plan - Form of global performance restricted stock unit award agreement
−Removed: Exhibit 10.6 to Form 10-Q filed November 10, 2015
+Added: 10.6 to Form 10-Q filed Nov.
10.9(G)+ 2002 Stock Plan - Form of global restricted stock unit award agreement (officers)
−Removed: Exhibit 10.30 to Form 10-K filed February 24, 2017
+Added: 10.30 to Form 10-K filed Feb.
10.9(H)+ 2002 Stock Plan - Form of global performance stock unit award agreement (Operating Income/Revenue)
−Removed: Exhibit 10.4 to Form 10-Q filed August 8, 2017
+Added: 10.4 to Form 10-Q filed Aug.
10.9(I)+ 2002 Stock Plan - Form of global performance stock unit award agreement (Total Stockholder Return)
−Removed: Exhibit 10.5 to Form 10-Q filed August 8, 2017
−Removed: 10.9(J)+ 2002 Stock Plan - Form of glob al performance stock un it award agreement (officers)
−Removed: Exhibit 10.1 to Form 10-Q filed August 2, 2019
+Added: 10.5 to Form 10-Q filed Aug.
+Added: 10.9(J)+ 2002 Stock Plan - Form of global performance stock unit award agreement (officers)
+Added: 10.1 to Form 10-Q filed Aug.
10.9(K)+ 2002 Stock Plan - Performance stock option agreement between the Company and Rob Painter issued January 4, 2020
−Removed: Exhibit 10.9(K) to Form 10-K filed February 28, 2020
+Added: 10.9(K) to Form 10-K filed Feb.
10.9(L)+ 2002 Stock Plan - Form of performance stock unit award agreement (officers, TSR-based)
−Removed: Exhibit 10.2 to Form 10-Q filed August 7, 2020
+Added: 10.2 to Form 10-Q filed Aug.
10.9(M)+ 2002 Stock Plan - Form of performance stock unit award agreement (ARR-based)
−Removed: Exhibit 10.1 to Form 10-Q filed August 9, 2021
+Added: 10.1 to Form 10-Q filed Aug.
10.9(N)+ 2002 Stock Plan - Form of performance stock unit award agreement (TSR-based, 2021 revision)
−Removed: Exhibit 10.2 to Form 10-Q filed August 9, 2021
+Added: 10.2 to Form 10-Q filed Aug.
+Added: 10.9(O)+ 2002 Stock Plan - Form of performance stock unit award agreement (TSR-ARR-ESG)
+Added: 10.1 to Form 10-Q filed May 5, 2022
10.10+ Trimble OneBonus Plan Description
−Removed: Exhibit 10.1 to Form 8-K filed February 25, 2021
+Added: 10.1 to Form 8-K filed Feb.
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
−Removed: Exhibit 10.1 to Form 10-Q filed August 8, 2017
+Added: 10.1 to Form 10-Q filed Aug.
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
−Removed: Exhibit 10.2 to Form 10-Q filed August 8, 2017
+Added: 10.2 to Form 10-Q filed Aug.
10.13+ Change in Control Severance Agreement between the Company and Steven W.
Berglund dated February 20, 2019
−Removed: Exhibit 10.1 to Form 10-K filed February 22, 2019
+Added: 10.1 to Form 10-K filed Feb.
10.14+ Executive Severance Agreement between the Company and Steven W.
Berglund dated February 20, 2019
−Removed: Exhibit 10.2 to Form 10-K filed February 22, 2019
+Added: 10.2 to Form 10-K filed Feb.
10.15+ Change in Control Severance Agreement between the Company and Robert G.
Painter dated January 4, 2020
−Removed: Exhibit 10.15 to Form 10-K filed February 26, 2021
+Added: 10.15 to Form 10-K filed Feb.
10.16+ Executive Severance Agreement between the Company and Robert G.
Painter dated January 4, 2020
−Removed: Exhibit 10.16 to Form 10-K filed February 26, 2021
+Added: 10.16 to Form 10-K filed Feb.
21.1 Subsidiaries of the Company
14 unchanged sentences
104++ The cover page from this Annual Report on Form 10-K, formatted in Inline XBRL
+Added: * Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
+Added: The Company agrees to supplementally furnish an unredacted copy of this exhibit to the SEC upon request;
+Added: provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, to the extent so furnished.
+ 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.
−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 of this Annual 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 report to be signed on its behalf by the undersigned, thereunto duly authorized.
/ S / ROBERT G.
35 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.