TRIMBLE INC. 10-K

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 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. The effectiveness of our internal control over financial reporting at the end of 2022 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 2022, 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 80 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance 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.” 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. 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. 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. 81 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules. (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 Report 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 77 (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 report. (3) 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 report. Item 16. Form 10-K Summary. None. 82 Table of Contents INDEX TO EXHIBITS Exh. No. Description of Exhibit Filed herewith or incorporated by reference to: 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. Exh. 2.1 to Form 8-K/A filed Dec. 21, 2022 3.1 Certificate of Incorporation of Trimble Inc. Exh. 3.1 to Form 8-K filed Oct. 3, 2016 3.2 Amended and Restated By-Laws of Trimble Inc. (effective October 1, 2020) Exh. 3.1 to Form 8-K filed Sep. 30, 2020 4.1 Form of Common Stock Certificate of Trimble Inc. Exh. 4.1 to Form 8-K filed Oct. 3, 2016 4.2 Description of Securities of Trimble Inc. Exh. 4.2 to Form 10-K filed Feb. 28, 2020 4.3(A) Indenture, dated as of October 30, 2014, between the Company and U.S. Bank National Association Exh. 4.2 to Form S-3 filed Oct. 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) Exh. 4.1 to Form 8-K filed Nov. 24, 2014 4.3(C) Second Supplemental Indenture, dated October 1, 2016, between the Company and U.S. Bank National Association Exh. 4.2 to Form 8-K filed Oct. 3, 2016 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) Exh. 4.1 to Form 8-K filed June 15, 2018 10.1(A) Lease dated May 11, 2005 between the Company and Carr America Realty Operating Partnership, L.P. Exh. 10.17 to Form 10-K filed Mar. 10, 2006 10.1(B) First Amendment to Lease between the Company and Carr NP Properties, LLC Exh. 10.23 to Form 10-K filed Mar. 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) Exh. 10.6 to Form 10-Q filed Aug. 8, 2017 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. Exh. 10.1 to Form 8-K filed Mar. 30. 2022 10.2(B) 364-Day Bridge Facility Commitment Letter, dated December 11, 2022, by and among the Company, BofA Securities, Inc. and Bank of America, N.A. Exh. 10.1 to Form 8-K filed Dec. 12, 2022 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. Exh. 10.1 to Form 8-K filed Dec. 30, 2022 10.2(D) Amendment No. 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. Exh. 10.2 to Form 8-K filed Dec. 30, 2022 10.3+ Form of Indemnification Agreement between the Company and its officers and directors Exh. 10.1 to Form 8-K filed Nov. 15, 2017 10.4+ Board of Directors Compensation Policy as amended February 22, 2022 Exh. 10.1 to Form 8-K filed Feb. 28, 2022 10.5+ Incentive Compensation Recoupment Policy Exh. 99.1 to Form 8-K filed May 8, 2017 10.6+ Deferred Compensation Plan, as amended August 26, 2020 Exh. 10.2 to Form 10-Q filed Nov. 6, 2020 10.7+ Age and Service Equity Vesting Program , as amended August 6, 2021 Exh. 10.1 to Form 10-Q filed Nov. 4, 2021 10.8(A)+ Employee Stock Purchase Plan, as amended March 13, 2017 App. B of Form DEF 14A filed Mar. 23, 2017 10.8(B)+ Employee Stock Purchase Plan - Form of global subscription agreement Exh. 10.5 to Form 10-Q filed Nov. 10, 2015 10.9(A)+ 2002 Stock Plan, as amended April 6, 2020 App. B of Form DEF 14A filed Apr. 15, 2020 10.9(B)+ 2002 Stock Plan - Form of stock option agreement (U.S. directors) Exh. 10.2 to Form 10-Q filed Nov. 7, 2014 10.9(C)+ 2002 Stock Plan - Form of stock option agreement (non-U.S. directors) Exh. 10.3 to Form 10-Q filed Nov. 7, 2014 10.9(D)+ 2002 Stock Plan - Form of global stock option agreement (officers) Exh. 10.1 to Form 10-Q filed Nov. 10, 2015 10.9(E)+ 2002 Stock Plan - Form of global restricted stock unit award agreement Exh. 10.2 to Form 10-Q filed Nov. 10, 2015 10.9(F)+ 2002 Stock Plan - Form of global performance restricted stock unit award agreement Exh. 10.6 to Form 10-Q filed Nov. 10, 2015 83 Table of Contents 10.9(G)+ 2002 Stock Plan - Form of global restricted stock unit award agreement (officers) Exh. 10.30 to Form 10-K filed Feb. 24, 2017 10.9(H)+ 2002 Stock Plan - Form of global performance stock unit award agreement (Operating Income/Revenue) Exh. 10.4 to Form 10-Q filed Aug. 8, 2017 10.9(I)+ 2002 Stock Plan - Form of global performance stock unit award agreement (Total Stockholder Return) Exh. 10.5 to Form 10-Q filed Aug. 8, 2017 10.9(J)+ 2002 Stock Plan - Form of global performance stock unit award agreement (officers) Exh. 10.1 to Form 10-Q filed Aug. 2, 2019 10.9(K)+ 2002 Stock Plan - Performance stock option agreement between the Company and Rob Painter issued January 4, 2020 Exh. 10.9(K) to Form 10-K filed Feb. 28, 2020 10.9(L)+ 2002 Stock Plan - Form of performance stock unit award agreement (officers, TSR-based) Exh. 10.2 to Form 10-Q filed Aug. 7, 2020 10.9(M)+ 2002 Stock Plan - Form of performance stock unit award agreement (ARR-based) Exh. 10.1 to Form 10-Q filed Aug. 9, 2021 10.9(N)+ 2002 Stock Plan - Form of performance stock unit award agreement (TSR-based, 2021 revision) Exh. 10.2 to Form 10-Q filed Aug. 9, 2021 10.9(O)+ 2002 Stock Plan - Form of performance stock unit award agreement (TSR-ARR-ESG) Exh. 10.1 to Form 10-Q filed May 5, 2022 10.10+ Trimble OneBonus Plan Description Exh. 10.1 to Form 8-K filed Feb. 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 Exh. 10.1 to Form 10-Q filed Aug. 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 Exh. 10.2 to Form 10-Q filed Aug. 8, 2017 10.13+ Change in Control Severance Agreement between the Company and Steven W. Berglund dated February 20, 2019 Exh. 10.1 to Form 10-K filed Feb. 22, 2019 10.14+ Executive Severance Agreement between the Company and Steven W. Berglund dated February 20, 2019 Exh. 10.2 to Form 10-K filed Feb. 22, 2019 10.15+ Change in Control Severance Agreement between the Company and Robert G. Painter dated January 4, 2020 Exh. 10.15 to Form 10-K filed Feb. 26, 2021 10.16+ Executive Severance Agreement between the Company and Robert G. Painter dated January 4, 2020 Exh. 10.16 to Form 10-K filed Feb. 26, 2021 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 * Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to supplementally furnish an unredacted copy of this exhibit to the SEC upon request; 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. 84 Table of Contents 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 of this report 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 17, 2023 85 Table of Contents 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 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: Signature Capacity in which Signed /s/ ROBERT G. PAINTER Robert G. Painter President, Chief Executive Officer, Director February 17, 2023 /s/ DAVID G. BARNES David G. Barnes Chief Financial Officer (Principal Financial Officer) February 17, 2023 /s/ JULIE A. SHEPARD Julie A. Shepard Chief Accounting Officer (Principal Accounting Officer) February 17, 2023 /s/ STEVEN W. BERGLUND Steven W. Berglund Director February 17, 2023 /s/ JAMES C. DALTON James C. Dalton Director February 17, 2023 /s/ BORJE EKHOLM Börje Ekholm Director February 17, 2023 /s/ ANN FANDOZZI Ann Fandozzi Director February 17, 2023 /s/ KAIGHAM (KEN) GABRIEL Kaigham (Ken) Gabriel Director February 17, 2023 /s/ MEAGHAN LLOYD Meaghan Lloyd Director February 17, 2023 /s/ SANDRA MACQUILLAN Sandra MacQuillan Director February 17, 2023 /s/ MARK S. PEEK Mark S. Peek Director February 17, 2023 /s/ THOMAS W. SWEET Thomas W. Sweet Director February 17, 2023 /s/ JOHAN WIBERGH Johan Wibergh Director February 17, 2023 86