TRIMBLE INC
For the period ended Dec 29, 2023. Filed Feb 26, 2024.
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FY2023 · Filed Feb 26, 2024
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Item 16. Form 10-K Summary
None.
INDEX TO EXHIBITS
| Exh. No. | Description of Exhibit | Filed herewith orincorporated 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 |
| 2.2 | Sale and Contribution Agreement, dated September 28, 2023, by and among the Company, Trimble Solutions, LLC, and AGCO Corporation | Exh. 10.1 to Form 8-K/A filed Sep. 29, 2023 |
| 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 December 6, 2023 | Exh. 3.1 to Form 8-K filed Dec. 11, 2023 |
| 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) | 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 |
| 4.2(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 |
| 4.2(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 Jun. 15, 2018 |
| 4.2(E) | 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 |
| 10.1(D) | 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 | Exh. 10.1 to Form 8-K filed Dec. 30, 2022 |
| 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 February 22, 2022 | Exh. 10.1 to Form 8-K filed Feb. 28, 2022 |
| 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 March 20, 2023 | Exh. 10.5 to Form 10-Q filed May 3, 2023 |
| 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 April 6, 2020 | App. B of Form DEF 14A filed Apr. 15, 2020 |
| 10.8(B)+ | 2002 Stock Plan - Form of stock option agreement (U.S. directors) | Exh. 10.2 to Form 10-Q filed Nov. 7, 2014 |
| 10.8(C)+ | 2002 Stock Plan - Form of stock option agreement (non-U.S. directors) | Exh. 10.3 to Form 10-Q filed Nov. 7, 2014 |
| 10.8(D)+ | 2002 Stock Plan - Form of global stock option agreement (officers) | Exh. 10.1 to Form 10-Q filed Nov. 10, 2015 |
| 10.8(E)+ | 2002 Stock Plan - Form of stock option agreement (officers, 2023 revision) | Exh. 10.2 to Form 10-Q filed May 3, 2023 |
| 10.8(F)+ | 2002 Stock Plan - Form of global restricted stock unit award agreement | Exh. 10.2 to Form 10-Q filed Nov. 10, 2015 |
| 10.8(G)+ | 2002 Stock Plan - Form of global performance restricted stock unit award agreement | Exh. 10.6 to Form 10-Q filed Nov. 10, 2015 |
| 10.8(H)+ | 2002 Stock Plan - Form of global restricted stock unit award agreement (officers) | Exh. 10.30 to Form 10-K filed Feb. 24, 2017 |
| 10.8(I)+ | 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 |
| 10.8(J)+ | 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 |
| 10.8(K)+ | 2002 Stock Plan - Form of global performance stock unit award agreement (officers) | Exh. 10.1 to Form 10-Q filed Aug. 2, 2019 |
| 10.8(L)+ | 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(M)+ | 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 |
| 10.8(N)+ | 2002 Stock Plan - Form of performance stock unit award agreement (TSR-ARR-ESG) | Exh. 10.1 to Form 10-Q filed May 5, 2022 |
| 10.8(O)+ | 2002 Stock Plan - Form of performance RSU award agreement (ARR with P&P Modifier) | Exh. 10.3 to Form 10-Q filed May 3, 2023 |
| 10.8(P)+ | 2002 Stock Plan - Form of performance RSU award agreement (ARR and TSR with P&P Modifier) | 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, 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 |
| 10.11+ | 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 |
| 10.12+ | 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 |
| 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 |
- 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.
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