2 unchanged sentences
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.
−Removed: 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.
+Added: Based on such evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the end of such period because of the material weaknesses in internal control over financial reporting described below.
Inherent Limitations on Effectiveness of Controls
4 unchanged sentences
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).
−Removed: 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.
+Added: 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 U.S.
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).
−Removed: 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.
−Removed: 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.
−Removed: The Company corrected an error, which resulted in an adjustment of $34 million between goodwill and developed technology intangibles, net of tax.
−Removed: We have excluded the businesses acquired in 2023 from our evaluation of the internal control over financial reporting internal controls.
−Removed: The excluded businesses constituted approximately 3% of both tangible assets and revenue as of and for the year ended December 29, 2023.
−Removed: 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.
−Removed: Remediation Plan for Material Weakness
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Based on the assessment by management, it was determined that the Company’s internal control over financial reporting was not effective due to the material weaknesses described below.
+Added: • We did not design and maintain effective controls over certain information technology general controls (“ITGCs”) for certain business systems related to the Company’s financial reporting processes.
+Added: Specifically, the Company did not design sufficient controls to (i) manage user access to systems, (ii) ensure that program changes made to systems were authorized and approved, or (iii) identify and resolve system issues impacting the financial reporting process.
+Added: Certain business process controls and IT interfaces that are dependent on the ineffective ITGCs, or that rely on data produced from systems impacted by the ineffective ITGCs, could have been adversely impacted, and were also deemed ineffective.
+Added: • We did not design and maintain (i) effective review controls, including the retention of evidence to support the design and operating effectiveness of controls and (ii) effective controls over the completeness and accuracy of information produced by the entity utilized in the performance of controls, including the retention of relevant evidence to support the design and operating effectiveness of controls.
+Added: These deficiencies primarily affected controls over revenue and related accounts, income taxes and excess and obsolete inventory, and other controls as a part of our reporting and disclosure process.
+Added: • We did not design and maintain effective controls over the evaluation of standalone selling prices of performance obligations utilized in accounting for revenue, including review controls over the establishment and subsequent changes to standard pricing and discounting.
+Added: The effectiveness of our internal control over financial reporting at the end of 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report.
+Added: (c) Remediation of Previously Reported Material Weaknesses
+Added: Remediation Plan for Material Weaknesses
+Added: Management, with the oversight of the Audit Committee, is currently taking actions to remediate the material weaknesses and is implementing additional processes and controls to address the underlying causes associated with the material weaknesses described above.
+Added: These efforts include:
+Added: • We are in the process of finalizing the design and implementation of controls of certain ITGCs for business systems related to the Company’s financial reporting processes.
+Added: • We are in the process of updating our policies and practices related to maintaining evidence of review of business process controls, including the review of information used in the performance of controls.
+Added: • We are in the process of finalizing the design and implementation of controls over the evaluation of standalone selling prices of performance obligations utilized in accounting for revenue, including review controls over pricing and discounting.
+Added: The material weaknesses 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.
2 unchanged sentences
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.
−Removed: Changes in Internal Control over Financial Reporting
−Removed: During the fourth quarter of 2023, 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: (d) Changes in Internal Control over Financial Reporting
+Added: In addition to the identified material weaknesses noted above, we are implementing a customer relationship management tool across our businesses as a strategic initiative that will replace many legacy systems and that could materially affect our internal control over financial reporting (as such term is defined in Rules 13a - 15(f) and 15d - 15(f) under the Exchange Act).
+Added: Other than as described above, there have been no changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the period for which this report relates.
Other Information
Rule 10b5-1 Trading Plan
−Removed: 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.
−Removed: 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.
+Added: During the fourth quarter of 2024, none of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.
+Added: We previously reported in our Quarterly Report on Form 10-Q for the quarter ended March 29, 2024, that Jennifer Allison had entered into a Rule 10b5-1 trading arrangement on February 29, 2024 for potential sales of 1,571 shares between June 3, 2024 and June 2, 2025 .
+Added: The actual number of shares under that trading arrangement was 3,571 shares, which have all now been sold, as reported on a Form 4 filed on January 22, 2025.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
2 unchanged sentences
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.
−Removed: The information required by this item relating to executive officers is set forth above in Item 1 Business Overview under the caption “Executive Officers.”
+Added: The information required by this item relating to executive officers is set forth above in Item 1 of this report under the caption “ Information about our 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;
5 unchanged sentences
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.
+Added: Insider Trading Policy
+Added: We have adopted an insider trading policy governing transactions in our securities by our directors, employees, contractors, consultants, and other personnel providing services to Trimble, as well as by Trimble itself.
+Added: We believe this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards.
+Added: A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.
Executive Compensation
8 unchanged sentences
(1) Financial Statements
−Removed: 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.
+Added: The following consolidated financial statements required by this item are included in Part II, Item 8 of this report under the caption “Financial Statements and Supplementary Data”.
Page in this Report
13 unchanged sentences
incorporated by reference to:
−Removed: 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.
−Removed: 2.1 to Form 8-K/A filed Dec.
−Removed: 2.2 Sale and Contribution Agreement, dated September 28, 2023, by and among the Company, Trimble Solutions, LLC, and AGCO Corporation
−Removed: 10.1 to Form 8-K/A filed Sep.
+Added: 2.1 Amended and Restated Sale and Contribution Agreement, dated March 31, 2024, by and among the Company, PTx Trimble LLC, and AGCO Corporation
+Added: 10.1 to Form 8-K filed Apr.
3.1 Certificate of Incorporation of Trimble Inc.
3.1 to Form 8-K filed Oct.
−Removed: 3.2 Amended and Restated By-Laws of Trimble Inc.
−Removed: , effective December 6, 2023
−Removed: 3.1 to Form 8-K filed Dec.
+Added: 3.2 By-Laws of Trimble Inc., a mended as of May 30 , 2024
+Added: 3.1 to Form 8-K filed May 31, 2024
4.1 Description of Securities of Trimble Inc.
3 unchanged sentences
4.2 to Form S-3 filed Oct.
−Removed: First Supplemental Indenture, dated November 24, 2014, between the Company and U.S.
−Removed: Bank National Association (which includes Form of 4.750% Senior Note due 2024)
−Removed: 4.1 to Form 8-K filed Nov.
Second Supplemental Indenture, dated October 1, 2016, between the Company and U.S.
15 unchanged sentences
10.1 to Form 10-Q filed Aug.
−Removed: 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
−Removed: 10.1 to Form 8-K filed Dec.
Form of Indemnification Agreement between the Company and its officers and directors
10.1 to Form 8-K filed Nov.
−Removed: Board of Directors Compensation Policy , as amended February 22, 2022
−Removed: 10.1 to Form 8-K filed Feb.
+Added: Board of Directors Compensation Policy, as amended November 19, 2024
+Added: Filed herewith
Incentive Compensation Recoupment Policy, as amended September 24, 2023
2 unchanged sentences
10.2 to Form 10-Q filed Nov.
−Removed: Age and Service Equity Vesting Program , as amended March 20, 2023
−Removed: 10.5 to Form 10-Q filed May 3, 2023
+Added: Age and Service Equity Vesting Program , as amended May 1, 2024
+Added: Filed herewith
Employee Stock Purchase Plan, as amended March 13, 2017
2 unchanged sentences
10.5 to Form 10-Q filed Nov.
−Removed: 2002 Stock Plan, as amended April 6, 2020
+Added: 2002 Stock Plan, as amended S eptember 30, 2024
B of Form DEF 14A filed Apr.
−Removed: 2002 Stock Plan - Form of stock option agreement (U.S.
−Removed: 10.2 to Form 10-Q filed Nov.
−Removed: 2002 Stock Plan - Form of stock option agreement (non-U.S.
−Removed: 10.3 to Form 10-Q filed Nov.
−Removed: 2002 Stock Plan - Form of global stock option agreement (officers)
−Removed: 10.1 to Form 10-Q filed Nov.
2002 Stock Plan - Form of stock option agreement (officers, 2023 revision)
10.2 to Form 10-Q filed May 3, 2023
−Removed: 2002 Stock Plan - Form of global restricted stock unit award agreement
−Removed: 10.2 to Form 10-Q filed Nov.
−Removed: 2002 Stock Plan - Form of global performance restricted stock unit award agreement
+Added: 2002 Stock Plan - Form of global restricted stock unit (RSU) award agreement
10.2 to Form 10-Q filed Nov.
−Removed: 2002 Stock Plan - Form of global restricted stock unit award agreement (officers)
−Removed: 10.30 to Form 10-K filed Feb.
−Removed: 2002 Stock Plan - Form of global performance stock unit award agreement (Operating Income/Revenue)
−Removed: 10.4 to Form 10-Q filed Aug.
−Removed: 2002 Stock Plan - Form of global performance stock unit award agreement (Total Stockholder Return)
−Removed: 10.5 to Form 10-Q filed Aug.
−Removed: 2002 Stock Plan - Form of global performance stock unit award agreement (officers)
−Removed: 10.1 to Form 10-Q filed Aug.
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.
−Removed: 2002 Stock Plan - Form of performance stock unit award agreement (TSR-based, 2021 revision)
−Removed: 10.2 to Form 10-Q filed Aug.
−Removed: 2002 Stock Plan - Form of performance stock unit award agreement (TSR-ARR-ESG)
+Added: 2002 Stock Plan - Form of PR SU award agreement ( ARR -TSR with modifier )
10.1 to Form 10-Q filed May 5, 2022
−Removed: 2002 Stock Plan - Form of performance RSU award agreement (ARR with P&P Modifier)
+Added: 2002 Stock Plan - Form of PRSU award agreement (ARR with modifier)
10.3 to Form 10-Q filed May 3, 2023
−Removed: 2002 Stock Plan - Form of performance RSU award agreement (ARR and TSR with P&P Modifier)
+Added: 2002 Stock Plan - Form of PRSU award agreement (ARR-TSR with modifier, 2023 revision)
10.4 to Form 10-Q filed May 3, 2023
1 unchanged sentence
10.1 to Form 8-K filed Feb.
−Removed: 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: 10.1 to Form 10-Q filed Aug.
−Removed: 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: 10.2 to Form 10-Q filed Aug.
+Added: Form of Change in Control Severance Agreement between the Company and certain Company officers
+Added: Filed herewith
+Added: Form of Executive Severance Agreement between the Company and certain Company officers
+Added: Filed herewith
Change in Control Severance Agreement between the Company and Robert G.
4 unchanged sentences
10.16 to Form 10-K filed Feb.
+Added: Offer Letter between the Company and Phillip Sawarynski dated January 29, 2024
+Added: 10.1 to Form 8-K filed Feb.
+Added: 19.1 Trimble Insider Trading Policy
+Added: Filed herewith
21.1 Subsidiaries of the Company
8 unchanged sentences
32.1 Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Filed herewith
+Added: Furnished herewith
32.2 Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Filed herewith
+Added: Furnished herewith
101++ The following financial statements from this Annual Report on Form 10-K, formatted in Inline XBRL:
1 unchanged sentence
104++ The cover page from this Annual Report on Form 10-K, formatted in Inline XBRL
−Removed: * Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
−Removed: The Company agrees to supplementally furnish an unredacted copy of this exhibit to the SEC upon request;
−Removed: 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.
3 unchanged sentences
President and Chief Executive Officer
−Removed: February 26, 2024
+Added: April 25, 2025
POWER OF ATTORNEY
4 unchanged sentences
/s/ ROBERT G.
−Removed: President, Chief Executive Officer, Director February 26, 2024
+Added: President, Chief Executive Officer, Director April 25, 2025
+Added: /s/ PHILLIP SAWARYNSKI
+Added: Phillip Sawarynski
Chief Financial Officer
−Removed: (Principal Financial Officer) February 26, 2024
+Added: (Principal Financial Officer) April 25, 2025
Chief Accounting Officer
−Removed: (Principal Accounting Officer) February 26, 2024
−Removed: Director February 26, 2024
+Added: (Principal Accounting Officer) April 25, 2025
+Added: Director April 25, 2025
/s/ BORJE EKHOLM
−Removed: Director February 26, 2024
+Added: Director April 25, 2025
/s/ KAIGHAM (KEN) GABRIEL
Kaigham (Ken) Gabriel
−Removed: Director February 26, 2024
+Added: Director April 25, 2025
/s/ MEAGHAN LLOYD
Meaghan Lloyd
−Removed: Director February 26, 2024
+Added: Director April 25, 2025
/s/ RON NERSESIAN
Ron Nersesian
−Removed: Director February 26, 2024
−Removed: Director February 26, 2024
+Added: Director April 25, 2025
+Added: Director April 25, 2025
/s/ KARA SPRAGUE
−Removed: Director February 26, 2024
+Added: Director April 25, 2025
/s/ THOMAS W.
−Removed: Director February 26, 2024
+Added: Director April 25, 2025
/s/ JOHAN WIBERGH
Johan Wibergh
−Removed: Director February 26, 2024
+Added: Director April 25, 2025
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.