Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
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 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
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 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 U.S. GAAP.
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 the material weaknesses described below.
• 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. 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. 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.
• 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. 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.
• 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.
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.
(c) Remediation of Previously Reported Material Weaknesses
Remediation Plan for Material Weaknesses
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. These efforts include:
• 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.
• 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.
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• 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.
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. 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.
(d) Changes in Internal Control over Financial Reporting
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). 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.
Item 9B. Other Information
Rule 10b5-1 Trading Plan
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. 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 . 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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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 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; 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.
Insider Trading Policy
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. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards. A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.
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.
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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 of this report under the caption “Financial Statements and Supplementary Data”.
Page in this Report
Consolidated Balance Sheets
42
Consolidated Statements of Income
43
Consolidated Statements of Comprehensive Income
44
Consolidated Statements of Stockholders’ Equity
45
Consolidated Statements of Cash Flows
46
Notes to Consolidated Financial Statements
47
Reports of Independent Registered Public Accounting Firm
67
(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.
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INDEX TO EXHIBITS
Exh. No. Description of Exhibit Filed herewith or
incorporated by reference to:
2.1 Amended and Restated Sale and Contribution Agreement, dated March 31, 2024, by and among the Company, PTx Trimble LLC, and AGCO Corporation
Exh. 10.1 to Form 8-K filed Apr. 1, 2024
3.1 Certificate of Incorporation of Trimble Inc.
Exh. 3.1 to Form 8-K filed Oct. 3, 2016
3.2 By-Laws of Trimble Inc., a mended as of May 30 , 2024
Exh. 3.1 to Form 8-K filed May 31, 2024
4.1 Description of Securities of Trimble Inc.
Exh. 4.2 to Form 10-K filed Feb. 28, 2020
4.2(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
4.2(B)
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
4.2(C)
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 Jun. 15, 2018
4.2(D)
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)
Exh. 4.1 to Form 8-K filed March 9, 2023
10.1(A)
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
Exh. 10.1 to Form 8-K filed Mar. 30. 2022
10.1(B)
Amendment No. 1, dated December 27, 2022, to Credit Agreement of March 24, 2022
Exh. 10.2 to Form 8-K filed Dec. 30, 2022
10.1(C)
Amendment No. 2, dated April 28, 2023, to Credit Agreement of March 24, 2022
Exh. 10.1 to Form 10-Q filed Aug. 4, 2023
10.2+
Form of Indemnification Agreement between the Company and its officers and directors
Exh. 10.1 to Form 8-K filed Nov. 15, 2017
10.3+
Board of Directors Compensation Policy, as amended November 19, 2024
Filed herewith
10.4+
Incentive Compensation Recoupment Policy, as amended September 24, 2023
Exh. 10.1 to Form 10-Q filed Nov. 3, 2023
10.5+
Deferred Compensation Plan, as amended August 26, 2020
Exh. 10.2 to Form 10-Q filed Nov. 6, 2020
10.6+
Age and Service Equity Vesting Program , as amended May 1, 2024
Filed herewith
10.7(A)+
Employee Stock Purchase Plan, as amended March 13, 2017
App. B of Form DEF 14A filed Mar. 23, 2017
10.7(B)+
Employee Stock Purchase Plan - Form of global subscription agreement
Exh. 10.5 to Form 10-Q filed Nov. 10, 2015
10.8(A)+
2002 Stock Plan, as amended S eptember 30, 2024
App. B of Form DEF 14A filed Apr. 16, 2024
10.8(B)+
2002 Stock Plan - Form of stock option agreement (officers, 2023 revision)
Exh. 10.2 to Form 10-Q filed May 3, 2023
10.8(C)+
2002 Stock Plan - Form of global restricted stock unit (RSU) award agreement
Exh. 10.2 to Form 10-Q filed Nov. 10, 2015
10.8(D)+
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
10.8(E)+
2002 Stock Plan - Form of PR SU award agreement ( ARR -TSR with modifier )
Exh. 10.1 to Form 10-Q filed May 5, 2022
10.8(F)+
2002 Stock Plan - Form of PRSU award agreement (ARR with modifier)
Exh. 10.3 to Form 10-Q filed May 3, 2023
10.8(G)+
2002 Stock Plan - Form of PRSU award agreement (ARR-TSR with modifier, 2023 revision)
Exh. 10.4 to Form 10-Q filed May 3, 2023
10.9+
Trimble OneBonus Plan Description
Exh. 10.1 to Form 8-K filed Feb. 25, 2021
10.10+
Form of Change in Control Severance Agreement between the Company and certain Company officers
Filed herewith
10.11+
Form of Executive Severance Agreement between the Company and certain Company officers
Filed herewith
10.12+
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
10.13+
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
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10.14+
Offer Letter between the Company and Phillip Sawarynski dated January 29, 2024
Exh. 10.1 to Form 8-K filed Feb. 1, 2024
19.1 Trimble Insider Trading Policy
Filed herewith
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
Furnished herewith
32.2 Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Furnished 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
+ 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.
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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 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
April 25, 2025
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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 April 25, 2025
/s/ PHILLIP SAWARYNSKI
Phillip Sawarynski
Chief Financial Officer
(Principal Financial Officer) April 25, 2025
/s/ JULIE A. SHEPARD
Julie A. Shepard
Chief Accounting Officer
(Principal Accounting Officer) April 25, 2025
/s/ JAMES C. DALTON
James C. Dalton
Director April 25, 2025
/s/ BORJE EKHOLM
Börje Ekholm
Director April 25, 2025
/s/ KAIGHAM (KEN) GABRIEL
Kaigham (Ken) Gabriel
Director April 25, 2025
/s/ MEAGHAN LLOYD
Meaghan Lloyd
Director April 25, 2025
/s/ RON NERSESIAN
Ron Nersesian
Director April 25, 2025
/s/ MARK S. PEEK
Mark S. Peek
Director April 25, 2025
/s/ KARA SPRAGUE
Kara Sprague
Director April 25, 2025
/s/ THOMAS W. SWEET
Thomas W. Sweet
Director April 25, 2025
/s/ JOHAN WIBERGH
Johan Wibergh
Director April 25, 2025
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