Annual report pursuant to section 13 or 15 (d) of the securities exchange act of 1934


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________

FORM 10-K

 

 

 

ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 30, 2016

OR

 

 

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-14845

____________________________________________________

TRIMBLE INC.

(Exact name of Registrant as specified in its charter)

 

 

 

 

Delaware

 

94-2802192

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

935 Stewart Drive, Sunnyvale, CA

 

94085

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (408) 481-8000

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

Title of each class

 

Name of each exchange on which stock registered

Common Stock, $0.001 par value

 

NASDAQ Global Select Market

 

 

Preferred Share Purchase Rights

 

NASDAQ Global Select Market

(Title of Class)

 

 

Securities registered pursuant to Section 12(g) of the Act: NONE
TRIMBLE NAVIGATION LIMITED

 (Former name or former address, if changed since last report.)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ý     No   ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes   ¨  No   ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ý     No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ý     No   ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

 

 

 

 

 

 

 

 

Large Accelerated Filer

ý

 

  

Accelerated Filer

 

¨

Non-accelerated Filer

o

(Do not check if a smaller reporting company)

  

Smaller Reporting Company

 

¨

1
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

As of July 1, 2016, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $6.1 billion based on the closing price as reported on the NASDAQ Global Select Market. Shares of common stock held by each officer and director of the registrant have been excluded in that such person may be deemed to be an affiliate. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


 

 

 

 

Class

 

Outstanding at February 22, 2017

Common stock, $0.001 par value

 

252,283,685 shares

2



DOCUMENTS INCORPORATED BY REFERENCE

Certain parts of Trimble Inc. Proxy Statement relating to the annual meeting of stockholders to be held on May 2, 2017 (the “Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K.


3




SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to the “safe harbor” created by those sections. These statements include, among other things:


 

 



the portion of our revenue coming from sales to international customers;

 

 



seasonal fluctuations in our construction and agricultural equipment business revenues, macroeconomic conditions, and business conditions in the markets we serve;

 

 



our plans to continue to invest in research and development at a rate consistent with our past, to develop and introduce new products, to improve our competitive position, and to enter new markets;

 

 



our belief that increases in recurring revenue from our software and solutions will provide us with enhanced business visibility over time;

 

 



our potential exposure in connection with pending proceedings;

 

 



our belief that our cash and cash equivalents and short-term investments, together with borrowings under our 2014 Credit Facility, will be sufficient to meet our anticipated operating cash needs, debt service, planned capital expenditures, and stock purchases under the stock repurchase program for at least the next twelve months;

 

 



fluctuations in interest rates; and

 

 



the imposition of barriers to international trade.

The forward-looking statements regarding future events and the future results of Trimble Inc. (formerly Trimble Navigation Limited) (“Trimble” or “the Company” or “we” or “our” or “us”) are based on current expectations, estimates, forecasts, and projections about the industries in which Trimble operates and the beliefs and assumptions of the management of Trimble. Discussions containing such forward-looking statements may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These forward-looking statements involve certain risks and uncertainties that could cause actual results, levels of activity, performance, achievements, and events to differ materially from those implied by such forward-looking statements, but are not limited to those discussed in this Report under the section entitled “Risk Factors” and elsewhere, and in other reports Trimble files with the Securities and Exchange Commission (“SEC”), specifically the most recent reports on Form 8-K and Form 10-Q, each as it may be amended from time to time. These forward-looking statements are made as of the date of this Annual Report on Form 10-K. We reserve the right to update these statements for any reason, including the occurrence of material events. The risks and uncertainties under the caption “Risks and Uncertainties” contained herein, among other things, should be considered in evaluating our prospects and future financial performance.


4




TRIMBLE INC.

2016 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

PART I

 

Item 1

Business

6

Item 1A

Risk Factors

15

Item 1B

Unresolved Staff Comments

26

Item 2

Properties

27

Item 3

Legal Proceedings

27

Item 4

Mine Safety Disclosures

27

 

 

 

 

PART II

 

Item 5

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

28

Item 6

Selected Financial Data

29

Item 7

Management’s Discussion and Analysis of Financial Condition and Results of Operations

30

Item 7A

Quantitative and Qualitative Disclosures about Market Risk

49

Item 8

Financial Statements and Supplementary Data

52

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

87

Item 9A

Controls and Procedures

87

Item 9B

Other Information

87

 

 

 

 

PART III

 

Item 10

Directors, Executive Officers, and Corporate Governance

88

Item 11

Executive Compensation

88

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

88

Item 13

Certain Relationships, Related Transactions, and Director Independence

88

Item 14

Principal Accountant Fees and Services

88

 

 

 

 

PART IV

 

Item 15

Exhibits and Financial Statement Schedules

89

Item 16

Form 10-K Summary

89

 
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