Document

As filed with the Securities and Exchange Commission on June 14, 2018
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549 
 

 
FORM 11-K
 
ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended
December 31, 2017
 
or
 
o TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1933
 
For the transition period from __________ to __________
 

 
Commission File
No. 0 - 18645


 
A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:
 
TRIMBLE INC. SAVINGS AND RETIREMENT PLAN
 

 
B.
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
 


TRIMBLE INC.
 
935 Stewart Drive
Sunnyvale, CALIFORNIA 94085


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Table of Contents


TRIMBLE INC. SAVINGS AND RETIREMENT PLAN
Financial Statements and Supplemental Schedule
Years ended December 31, 2017 and 2016


Table of Contents
 
Page
 
 

 
 

Audited Financial Statements:
 

 
 




 
 

Supplemental Schedules as of December 31, 2017
 

 
 


 
 

 
 


 
 

Exhibit 23.1 – Consent of Independent Registered Public Accounting Firm
13



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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Plan Administrator and Participants of
Trimble Inc. Savings and Retirement Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Trimble Inc. Savings and Retirement Plan (the “Plan”) as of December 31, 2017 and 2016, the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2017 and 2016, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Opinion on the Supplemental Schedules

The supplemental schedules included in Schedule H, line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2017 and the schedule of delinquent contributions for the year ended December 31, 2017 have been subjected to audit procedures performed in conjunction with the audits of the Plan’s financial statements. The supplemental schedules are the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental schedules reconcile to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules in the accompanying schedules, we evaluated whether the supplemental schedules, including the form and content, is presented in conformity with DOL’s Rules and Regulations for Reporting and Disclosure under ERISA. In our opinion, the supplemental schedules in the accompanying schedules are fairly stated, in all material respects, in relation to the financial statements as a whole.


/s/ MOSS ADAMS LLP

San Francisco, California
June 13, 2018

We have served as the Plan’s auditor since 2013.



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Table of Contents


TRIMBLE INC. SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
 
 
December 31,
 
 
2017
 
2016
Assets:
 
 
 
 
Investments, at fair value
 
$
542,846,471

 
$
436,089,257

Receivables:
 
 
 
 
    Notes receivable from participants
 
4,506,324

 
4,621,669

    Other receivables
 
411

 
30,105

    Employee receivables
 
31,312

 
11,772

    Employer receivables
 
196,264

 
175,271

  Total Receivables:
 
4,734,311

 
4,838,817

Net assets available for benefits
 
547,580,782

 
440,928,074


See accompanying notes


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TRIMBLE INC. SAVINGS AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
 
 
Years ended
December 31,
 
 
2017
 
2016
Additions to net assets attributed to:
 
 
 
 
Investment income:
 
 
 
 
Dividends and interest
 
$
22,911,959

 
$
11,166,060

Net realized and unrealized appreciation in fair value of investments
 
64,626,055

 
22,542,847

 
 
87,538,014

 
33,708,907

Contributions:
 
 

 
 

Participants'
 
38,109,911

 
34,876,282

Employer's
 
8,125,155

 
8,261,001

 
 
46,235,066

 
43,137,283

Total additions
 
133,773,080

 
76,846,190

Deductions from net assets attributed to:
 
 

 
 

Withdrawals and distributions
 
27,062,069

 
38,394,013

Administrative expenses
 
58,303

 
65,501

Total deductions
 
27,120,372

 
38,459,514

Net increase in net assets before transfer
 
106,652,708

 
38,386,676

Transfer of assets to the Plan
 

 
4,019,704

Net increase in net assets
 
106,652,708

 
42,406,380

Net assets available for benefits:
 
 

 
 

Beginning of year
 
440,928,074

 
398,521,694

End of year
 
$
547,580,782

 
$
440,928,074


See accompanying notes


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Table of Contents


TRIMBLE INC. SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2017 and 2016

NOTE 1 - THE PLAN AND ITS SIGNIFICANT ACCOUNTING POLICIES

General - The following description of the Trimble Inc. Savings and Retirement Plan (the “Plan”) provides only general information.  Participants should refer to the Plan document for a more complete description of the Plan's provisions.

The Plan is a defined contribution plan that was established in 1988 by Trimble Navigation Limited (the “Company”) to provide benefits to eligible employees. On October 1, 2016, Trimble Navigation Limited changed its name to Trimble Inc. ("Trimble" or the "Company") and changed its state of incorporation from the State of California to the State of Delaware (the “Reincorporation”). Other than the change in corporate domicile, the reincorporation did not result in any change in the business, physical location, management, assets, liabilities or total stockholders' equity of the Company, nor did it result in any change in location of the Company's employees, including the Company's management. Additionally, the reincorporation did not alter any stockholders' percentage ownership interest or number of shares owned in the Company. The Plan administrator believes that the Plan is currently designed to be qualified under the applicable requirements of the Internal Revenue Code, as amended, and the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.

On May 3, 2011, the Company acquired privately-held Ashtech S.A.S., headquartered in Carquefou, France, and its affiliates. Ashtech is a leading provider of precision GNSS products for positioning, guidance, navigation and timing, with a wide range of solutions for diverse applications in science, education, government, industry and commerce. On May 9, 2016, Ashtech 401(k) Profit Sharing Plan and Trust merged into the Plan and $3,268,505 of assets were transferred into the Plan. On May 12, 2016, $744,701 of assets from another two acquired companies were also transferred into the Plan.

During 2017 and 2016, the Company acquired several companies that sponsored 401(k) plans. Each of the plans sponsored by these companies were resolved to either be terminated or merged, with assets transferring into the Plan. Each of the employees hired by the Company became eligible to participate in the Plan and were allowed to rollover existing balances from their former plan to the Plan.

Administration - The Company has appointed an Administrative Committee (the “Committee”) to manage the operation and administration of the Plan.  The Company contracted with Fidelity Management Trust Company (“Fidelity”) to act as the custodian and trustee, and with an affiliate of Fidelity to act as the third-party administrator and record keeper. Substantially all expenses incurred for administering the Plan are paid by the Company.

Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and changes therein, and disclosure of contingent assets and liabilities.  Actual results could differ from those estimates.

Basis of accounting - The financial statements of the Plan are prepared on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America.
Investment valuation and income recognition - The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 2 for discussion of fair value measurements.
Investments of the Plan are held by Fidelity and invested primarily in mutual funds, a money market fund and the Company's common stock based solely upon instructions received from participants. The Plan’s investments in mutual funds, the money market fund and the Company's common stock are valued at fair value as of the last day of the Plan year, as measured by quoted market prices.
Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net depreciation includes the Plan’s gains and losses on investments bought or sold as well as held during the year.

Notes receivable from participants - Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.  Delinquent notes receivable from participants are reclassified as distributions upon the occurrence of a distributable event based upon the terms of the Plan document.


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Income taxes - The Plan received a favorable determination letter dated April 8, 2015 and it has been amended since receiving this letter.  The Plan administrator believes that the Plan is operated in accordance with, and qualifies under, the applicable requirements of the Internal Revenue Code, as amended, and related state statutes, and that the trust, which forms part of the Plan, is exempt from federal income and state franchise taxes.

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the plan and recognize a tax liability (or asset) if the plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service.  No uncertain positions have been identified that would require recognition of a liability (or asset) or disclosure in the financial statements as of December 31, 2017 and 2016.  The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.  

Risks and uncertainties - The Plan provides for various investment options in any combination of investment securities offered by the Plan.  In addition, Company common stock is included in the Plan. Investment securities are exposed to various risks, such as interest rate, market fluctuations and credit risks.  Due to the risk associated with certain investment securities, it is at least reasonably possible that changes in market values, interest rates or other factors in the near term would materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.


NOTE 2 - FAIR VALUE DISCLOSURES

The fair value measurements standard clarifies the definition of fair value, establishes a framework for measuring fair value, and expands the disclosures for fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements.

The fair value measurements standard provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Plan has the ability to access.  Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly.  These Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.  Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.  In instances where inputs used to measure fair value fall into different levels of the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Plan’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.
 

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Followings are the major categories of assets measured at fair value on a recurring basis at December 31, 2017 and 2016:
 
 
Investment Assets at Fair Value as of December 31, 2017
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Investments:
 
Money market funds (1)
 
$
31,762,006

 
$

 
$

 
$
31,762,006

Employer securities (1)
 
33,817,379

 

 

 
33,817,379

Common stocks (1)
 
5,931,041

 

 

 
5,931,041

Mutual funds: (1)
 
469,932,653

 
 

 
 

 
469,932,653

Other
 
155,072

 
1,248,320

 

 
1,403,392

    Total investments measured at fair value
 
$
541,598,151

 
$
1,248,320

 
$

 
$
542,846,471

 
 
Investment Assets at Fair Value as of December 31, 2016
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Investments:
 
Money market funds (1)
 
$
29,478,363

 
$

 
$

 
$
29,478,363

Employer securities (1)
 
26,823,192

 

 

 
26,823,192

Common stocks (1)
 
6,399,554

 

 

 
6,399,554

Mutual funds: (1)
 
372,527,386

 
 

 
 

 
372,527,386

Other
 
101,634

 
141,445

 

 
243,079

    Total investments measured at fair value
 
$
435,330,129

 
$
141,445

 
$

 
$
435,471,574

Common/collective trust funds (2)
 
 
 
 
 
 
 
$
617,683

Total investments
 
 
 
 
 
 
 
$
436,089,257


(1) The fair values are determined using the closing price reported on the active market on which the individual securities are traded.

(2) The fair values are valued at the net asset value (NAV) of shares held by the Plan at year end.

NOTE 3 - RELATED PARTY AND PARTY IN INTEREST TRANSACTIONS

Certain Plan investments are managed by an affiliate of Fidelity, the trustee of the Plan.  Any purchases and sales of these funds are performed in the open market at fair value. Such transactions, while considered party-in-interest transactions under ERISA regulations, are permitted under the provisions of the Plan and are specifically exempt from the prohibition of party-in-interest transactions under ERISA.

As allowed by the Plan, participants may elect to invest a portion of their accounts in the common stock of the Company.  Aggregate investment in Company common stock at December 31, 2017 and 2016 was as follows:
Date
 
Number of shares
 
Fair value
 
Cost
2017
 
832,088
 
$33,817,379
 
$11,610,213
2016
 
889,617
 
$26,823,192
 
$11,958,345

NOTE 4 - PARTICIPATION AND BENEFITS

Participant contributions - Participants may elect to have the Company contribute from 1% to 50% of their eligible pre-tax or Roth after-tax compensation up to the amount allowable under current income tax regulations.  The Plan permits the automatic enrollment of eligible employees in the Plan with a contribution of 2% of eligible compensation, unless the employee affirmatively elects otherwise. Participants who have the Company contribute a portion of their compensation to the Plan agree to accept an equivalent reduction in taxable or taxed compensation.  Contributions withheld are invested in accordance with the participant’s direction.


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Participants are also allowed to make rollover contributions of amounts received from other tax-qualified employer-sponsored retirement plans. Such contributions are deposited in the appropriate investment funds in accordance with the participant’s direction and the Plan’s provisions.

Employer contributions - The Company is allowed to make matching contributions as defined in the Plan and as approved by the Board of Directors.  For 2015, the Company matched 50% of the participant’s contribution up to 5% of eligible compensation with a maximum of $2,500 per year. Effective April 1, 2016, the Company started to match 50% of the participant’s contribution up to 6% of eligible compensation, with a maximum of $750 per calendar quarter and $3,000 per calendar year. The Company also makes a non-elective employer contribution equal to 2% of base salary for non-highly compensated employees in specified job codes. Contributions for the years ended December 31, 2017 and 2016 were $8,125,155 and $8,261,001 respectively.

Vesting - Participants are immediately vested in their entire account, including employer contributions. Employer contributions made for the non-elective contribution account is fully vested after the employee has completed three years of service or attained age 60, whichever occurs first.

Participant accounts - Each participant's account is credited with the participant's contribution, Plan earnings or losses and an allocation of the Company's contributions.  The allocation of the Company’s contributions is based on participant contributions and eligible compensation, as defined in the Plan.

Payment of benefits - Upon termination, each participant or beneficiary may elect to leave their account balance in the Plan, or receive their total benefits in a lump sum amount equal to the value of the participant's interest in their account.  The Plan allows for automatic distribution of participant account balances that do not exceed $5,000.

Notes receivable from participants - The Plan allows each participant to borrow not less than $1,000 and up to the lesser of $50,000 or 50% of their account balance.  The notes receivable are secured by the participant's balance.  Such notes receivable bear interest at the available market financing rates and must be repaid to the Plan within a five-year period, unless the notes receivable are used for the purchase of a principal residence in which case the maximum repayment period is ten years.  The specific terms and conditions of such notes receivable are established by the Committee.  Outstanding notes receivable at December 31, 2017 carry interest rates ranging from 3.25% to 9.5%.

NOTE 5 - PLAN TERMINATION OR MODIFICATION

The Company intends to continue the Plan indefinitely for the benefit of its employees; however, it reserves the right to terminate or modify the Plan at any time by resolution of its Board of Directors and subject to the provisions of ERISA.



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SUPPLEMENTAL SCHEDULE
TRIMBLE INC. SAVINGS AND RETIREMENT PLAN

Schedule H, Line 4a – Schedule of Delinquent Participant Contributions

Employer Identification Number 94-2802192
Plan Number: 001

For the year ended December 31, 2017

Totals that constitute nonexempt prohibited transactions
 
 
Participant
contributions
transferred late
to Plan
 
Contributions
not corrected
 
Contributions
corrected
outside VFCP
 
Contributions
pending
correction
in VFCP
 
Total fully
corrected under
VFCP and PTE
2002-51
Year ended December 31, 2017
 
 
 
 
 
 
 
 
 
 
$
82,995

 
$

 
$
82,995

 
$

 
$

 
 
 
 
 


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SUPPLEMENTAL SCHEDULE
TRIMBLE INC. SAVINGS AND RETIREMENT PLAN

Schedule H, Line 4i - Schedule of Assets (Held at the End of Year)

Employer Identification Number 94-2802192
Plan Number: 001
December 31, 2017
 
 
Description of investment including
 
 
Identity of issue, borrower,
maturity date, rate of interest,
Current
 
lessor or similar party
collateral, par or maturity value
value
 
 
 
 
 
PIMCO Total Return Fund Institutional Class
Mutual Fund
27,980,935

*
Brokeragelink
Self directed brokerage accounts
14,988,242

 
JPMorgan U.S. Small Company Fund Class
Mutual Fund
9,150,158

 
Hartford International Opportunities HLS Class IA
Mutual Fund
4,389,973

*
Fidelity Global ex US Index Fund
Mutual Fund
3,141,375

 
Wells Fargo Advantage Common Stock Fund Class R6
Mutual Fund
20,422,960

 
Massachusetts Financial Services Value Fund
Mutual Fund
13,503,680

 
Vanguard Retirement Income Fund
Mutual Fund
3,822,104

 
Vanguard Institutional Target Retirement Fund 2015
Mutual Fund
4,353,639

 
Vanguard Institutional Target Retirement Fund 2020
Mutual Fund
16,804,683

 
Vanguard Institutional Target Retirement Fund 2025
Mutual Fund
25,139,880

 
Vanguard Institutional Target Retirement Fund 2030
Mutual Fund
24,661,092

 
Vanguard Institutional Target Retirement Fund 2035
Mutual Fund
22,276,756

 
Vanguard Institutional Target Retirement Fund 2040
Mutual Fund
19,930,976

 
Vanguard Institutional Target Retirement Fund 2045
Mutual Fund
16,544,830

 
Vanguard Institutional Target Retirement Fund 2050
Mutual Fund
9,665,647

 
Vanguard Institutional Target Retirement Fund 2055
Mutual Fund
6,124,445

 
Vanguard Institutional Target Retirement Fund 2060
Mutual Fund
145,065

*
Fidelity Value Fund Class K
Mutual Fund
5,682,197

*
Fidelity Institutional Money Market Fund
Mutual Fund
28,394,656

*
Fidelity Contrafund Class K
Mutual Fund
62,294,907

*
Fidelity Balanced Fund Class K
Mutual Fund
28,044,603

*
Fidelity Diversified International Fund Class K
Mutual Fund
22,908,982

*
Fidelity Dividend Growth Fund Class K
Money Market Fund
20,070,881

*
Fidelity Low Price Stock Fund Class K
Mutual Fund
23,088,315

*
Fidelity Capital Appreciation Fund Class K
Mutual Fund
24,103,481

*
Spartan 500 Index Fund
Mutual Fund
51,394,630

*
Trimble Inc. Common Stock
Employer securities
33,817,379

*
Notes receivable from participants
Interest rates ranging from 3.25% to 9.5%
4,506,324

 
 
Total
$
547,352,795

*
Party-in-interest
 
 



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SIGNATURE

The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  June 13, 2018
 
 
By:   /s/ Steven W. Berglund
 
 
Steven W. Berglund
 
Title: President and Chief Executive Officer
 
Trimble Inc.
 
 
 
On behalf of the administrator of the
 
Trimble Inc. Savings and Retirement Plan
 
 


12
Exhibit


Exhibit 23.1



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in the Registration Statements (Nos. 33-39647, 33-45167, 33-46719, 33-50944, 33-84362 and 333-208275) on Form S-8 of Trimble Inc. of our report dated June 13, 2018, with respect to the statements of net assets available for benefits of the Trimble Inc. Savings and Retirement Plan (formerly known as Trimble Navigation Savings and Retirement Plan) as of December 31, 2017 and 2016, the related statements of changes in net assets available for benefits for the years then ended, and the related supplemental information as of and for the year ended December 31, 2017 appearing in this Annual Report (Form 11-K) of the Trimble Inc. Savings and Retirement Plan.





/s/ MOSS ADAMS LLP


San Francisco, California
June 13, 2018