What changed in this filing

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Item 9A. Controls and Procedures

2024-02-26 compared with 2023-02-17 · 72 added, 67 removed, 148 unchanged (48% of the section changed)

1 unchanged sentence

(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.

Management, including 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 Exchange Act), as of the end of the period covered by this report.

Based on such evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were not effective as of the end of such period because of the material weakness in internal control over financial reporting described below.

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.

Management does not expect that the internal control over financial reporting will prevent or detect all errors 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.

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

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).

The 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.

Management conducted an evaluation of the effectiveness of the 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).

Based on the assessment by management, it was determined that the Company’s internal control over financial reporting was not effective due to a material weakness related to the accounting for the Company’s business combination of Transporeon.

This included lack of appropriate oversight of third-party valuation specialists and insufficient design and operating effectiveness of management review controls, including controls over the completeness and accuracy of certain assumptions used in the valuation of acquired intangible assets.

The Company corrected an error, which resulted in an adjustment of $34 million between goodwill and developed technology intangibles, net of tax.

We have excluded the businesses acquired in 2023 from our evaluation of the internal control over financial reporting internal controls.

The excluded businesses constituted approximately 3% of both tangible assets and revenue as of and for the year ended December 29, 2023.

The effectiveness of our internal control over financial reporting at the end of 2023 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included elsewhere herein.

Remediation Plan for Material Weakness

Management, with the oversight of the Audit Committee, is currently taking actions to remediate the material weakness and is implementing additional processes and controls to address the underlying causes associated with the material weakness described above.

We are in the process of reassessing the design of review controls over third-party valuation specialists to add greater levels of precision to detect and prevent potential material misstatements, including the establishment of process and controls to evaluate adequate review and evidence used in the valuation of acquired intangible assets.

The material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

We believe the measures described above will remediate the control deficiencies we have identified and strengthen our internal control over financial reporting.

We are committed to continuing to improve our internal control processes and will continue to review, optimize, and enhance our financial reporting controls and procedures.

The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments, and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations.

As we continue to evaluate and take actions to improve our internal control over financial reporting, we may determine to take additional actions to address control deficiencies or determine to modify certain of the remediation measures described above.

Changes in Internal Control over Financial Reporting

1 unchanged sentence

Other Information

Rule 10b5-1 Trading Plan

On November 2, 2023 , Mark Schwartz , Senior Vice President , and an officer for purposes of Section 16 of the Exchange Act as of the date of this filing, entered into a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The trading arrangement was entered into during an open trading window and provides for potential sales of our common stock of up to 12,344 shares between April 15, 2024 and October 16, 2024.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

38 unchanged sentences

2.1 to Form 8-K/A filed Dec.

2.2 Sale and Contribution Agreement, dated September 28, 2023, by and among the Company, Trimble Solutions, LLC, and AGCO Corporation

10.1 to Form 8-K/A filed Sep.

3.1 Certificate of Incorporation of Trimble Inc.

1 unchanged sentence

3.2 Amended and Restated By-Laws of Trimble Inc.

(effective October 1, 2020)

3.1 to Form 8-K filed Sep.

4.1 Form of Common Stock Certificate of Trimble Inc.

4.1 to Form 8-K filed Oct.

, effective December 6, 2023

3.1 to Form 8-K filed Dec.

4.1 Description of Securities of Trimble Inc.

4.2 to Form 10-K filed Feb.

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

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

Bank National Association

4.2 to Form S-3 filed Oct.

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

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)

4.1 to Form 8-K filed Nov.

4.3(C) Second Supplemental Indenture, dated October 1, 2016, between the Company and U.S.

Second Supplemental Indenture, dated October 1, 2016, between the Company and U.S.

Bank National Association

4.2 to Form 8-K filed Oct.

4.3(D) Third Supplemental Indenture, dated June 15, 2018, between the Company and U.S.

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)

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.

10.17 to Form 10-K filed Mar.

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

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)

10.6 to Form 10-Q filed Aug.

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.

4.1 to Form 8-K filed Jun.

Fourth Supplemental Indenture, dated March 9, 2023, between the Company and U.S.

Bank National Association (which includes Form of 6.100% Senior Note due 2033)

4.1 to Form 8-K filed March 9, 2023

Credit Agreement, dated March 24, 2022, by and among Trimble Inc., the borrowing subsidiaries party thereto, the lenders party thereto , and Bank of America, N.A., as administrative agent

10.1 to Form 8-K filed Mar.

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.

10.1 to Form 8-K filed Dec.

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.

Amendment No.

1 , dated December 27, 2022 , to Credit Agreement of March 2 4, 20 22

10.2 to Form 8-K filed Dec.

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.

Amendment No.

2, dated April 28, 2023 , to Credit Agreement of March 24, 2022

10.1 to Form 10-Q filed Aug.

Term Loan Credit Agreement, dated December 27, 2022, by and among Trimble Inc., the lenders party thereto , and Bank of America, N.A., as administrative agent

10.1 to Form 8-K filed Dec.

3 unchanged sentences

10.1 to Form 8-K filed Feb.

10.5+ Incentive Compensation Recoupment Policy

99.1 to Form 8-K filed May 8, 2017

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

Incentive Compensation Recoupment Policy , as amended September 24, 2023

10.1 to Form 10-Q filed Nov.

10.7+ Age and Service Equity Vesting Program , as amended August 6, 2021

Deferred Compensation Plan, as amended August 26, 2020

10.2 to Form 10-Q filed Nov.

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

Age and Service Equity Vesting Program , as amended March 20, 2023

10.5 to Form 10-Q filed May 3, 2023

Employee Stock Purchase Plan, as amended March 13, 2017

B of Form DEF 14A filed Mar.

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

Employee Stock Purchase Plan - Form of global subscription agreement

10.5 to Form 10-Q filed Nov.

10.9(A)+ 2002 Stock Plan, as amended April 6, 2020

2002 Stock Plan, as amended April 6, 2020

B of Form DEF 14A filed Apr.

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

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

10.2 to Form 10-Q filed Nov.

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

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

10.3 to Form 10-Q filed Nov.

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

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

10.1 to Form 10-Q filed Nov.

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

2002 Stock Plan - Form of stock option agreement (officers, 2023 revision)

10.2 to Form 10-Q filed May 3, 2023

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

10.2 to Form 10-Q filed Nov.

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

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

10.6 to Form 10-Q filed Nov.

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

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

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)

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

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)

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

10.5 to Form 10-Q filed Aug.

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

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

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

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

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)

10.2 to Form 10-Q filed Aug.

10.9(M)+ 2002 Stock Plan - Form of performance stock unit award agreement (ARR-based)

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)

2002 Stock Plan - Form of performance stock unit award agreement (TSR-based, 2021 revision)

10.2 to Form 10-Q filed Aug.

10.9(O)+ 2002 Stock Plan - Form of performance stock unit award agreement (TSR-ARR-ESG)

2002 Stock Plan - Form of performance stock unit award agreement (TSR-ARR-ESG)

10.1 to Form 10-Q filed May 5, 2022

2002 Stock Plan - Form of performance RSU award agreement (ARR with P&P Modifier)

10.3 to Form 10-Q filed May 3, 2023

2002 Stock Plan - Form of performance RSU award agreement (ARR and TSR with P&P Modifier)

10.4 to Form 10-Q filed May 3, 2023

Trimble OneBonus Plan Description

4 unchanged sentences

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

10.1 to Form 10-K filed Feb.

10.14+ Executive Severance Agreement between the Company and Steven W.

Berglund dated February 20, 2019

10.2 to Form 10-K filed Feb.

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

25 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.

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.

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

/ S / ROBERT G.

12 unchanged sentences

(Principal Accounting Officer) February 26, 2024

/s/ STEVEN W.

Director February 26, 2024

Director February 17, 2023

/s/ BORJE EKHOLM

Director February 26, 2024

/s/ ANN FANDOZZI

Director February 17, 2023

/s/ KAIGHAM (KEN) GABRIEL

4 unchanged sentences

Director February 26, 2024

/s/ SANDRA MACQUILLAN

Sandra MacQuillan

/s/ RON NERSESIAN

Ron Nersesian

Director February 26, 2024

/s/ KARA SPRAGUE

Director February 26, 2024

/s/ THOMAS W.

4 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.

What changed 10-K

Item 9A. Controls and Procedures