Trimble (TRMB) 10-K/A risk factor changes: FY2023 vs FY2019

[removed: FORM 10-K/A][added: FORM 10-K/A]

| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

[added: | | | |] For the fiscal year [removed: ended January 3, 2020][added: ended December 29, 2023 | | |]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

[added: | | | |] For the transition period [removed: from to][added: from to | | |]

Commission File [removed: Number: 001-14845][added: Number: 001-14845]

[removed: (Exact] [added: (Exact] name of Registrant as specified in its [removed: charter)][added: charter)]

| [removed: (State] [added: Delaware (State] or other jurisdiction [removed: of incorporation] [added: of incorporation] or [removed: organization)] [added: organization)] | | [removed: (I.R.S. Employer Identification No.)] | [added: | | | 94-2802192 (I.R.S. Employer Identification Number) | | |]

[removed: (Address] [added: (Address] of principal executive [removed: offices)][added: offices) (Zip Code)]

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

| [removed: Title] [added: Title] of each [removed: class] [added: class] | [removed: Trading Symbol(s)] | [removed: Name] [added: | Trading Symbol(s) | | | Name] of each exchange on which [removed: registered] [added: registered] | [added: | |]

| [removed: Common] [added: Common] Stock, $0.001 par [removed: value] [added: value] | [removed: TRMB] | [removed: NASDAQ] [added: | TRMB | | | NASDAQ] Global Select [removed: Market] [added: Market] | [added: | |]

| Large Accelerated Filer | [added: | |] ☒ | | [added: | | | |] Accelerated Filer | | [added: |] ☐ | [added: | |]

| Non-accelerated Filer | [added: | |] ☐ | | [added: | | | |] Smaller Reporting Company | | [added: |] ☐ | [added: | |]

| Emerging Growth Company | [added: | |] ☐ | | | | | [added: | | | | | | |]

As of June [removed: 28, 2019,] [added: 30, 2023,] the aggregate market value of the common stock held by non-affiliates of the registrant was approximately [removed: $11.4] [added: $13.1] billion based on the closing price as reported on the NASDAQ Global Select Market.

| Class | | [added: | | | |] Outstanding at February [removed: 26, 2020] [added: 20, 2024] | | [added: | | | |]

| Common stock, $0.001 par value | | [removed: 250,166,168] | [added: | | | 245,687,181 | | |] shares | [added: | |]

Except as described above, [removed: no other changes have been made to the Original Filing, and] this [removed: Form 10-K/A] [added: Amendment] does not [removed: modify, amend] [added: amend, update,] or [removed: update in any way any of] [added: change (i)] the [added: Company’s consolidated] financial [added: statements] or [added: (ii) any] other [removed: information contained] [added: item or disclosure] in the Original [removed: Filing.][added: Form 10-K and does not purport to reflect any information or event subsequent to the filing.]

[removed: PART IV][added: | | | | PART II | | | | | |]


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10368 Westmoor Drive, Westminster, CO 80021

(720) 887-6100

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[Table of Contents](#ia7ca1be02b3b4654abec2d0074f80055_1656)

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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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Trimble Inc. (“Trimble” or “the Company” or “we” or “our” or “us”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to our Annual Report on Form 10-K for the year ended December 29, 2023, which was filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2024 (the “Original Form 10-K”) to make certain changes, as described below.

As previously disclosed in Item 8.01 of the Company’s Current Report on Form 8-K filed with the SEC on May 3, 2024, Ernst & Young LLP (“EY”), the Company’s independent registered public accounting firm, informed the Company that in preparing for an upcoming Public Company Accounting Oversight Board (“PCAOB”) inspection, EY had identified concerns regarding the design and execution of certain controls.

The Company’s management has determined that additional material weaknesses in its internal control over financial reporting existed that were not previously disclosed in Management’s Annual Report on Internal Control over Financial Reporting in the Original Form 10-K related to certain information technology general controls (“ITGCs”), undue reliance on controls over information technology (“IT”) interfaces, and the evaluation of standalone selling prices of performance obligations utilized in accounting for revenue.

As a result, we are (i) including in Part II, Item 8 of this Amendment a revised opinion from EY on our internal control over financial reporting as of December 29, 2023 and (ii) replacing Part II, Item 9A, “Controls and Procedures” in this Amendment to update the conclusions regarding the effectiveness of our internal control over financial reporting as of December 29, 2023.

The material weaknesses did not result in any change to the Company’s consolidated financial statements as set forth in the Original Form 10-K.

Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment contains the complete text of Part II, Item 8.

“Financial Statements and Supplementary Data”.

Part IV, Item 15.

“Exhibits and Financial Statement Schedules” has been amended to include (i) current certifications of the Company’s Chief Executive Officer and Chief Financial Officer as required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, each dated as of the date of this Amendment, and attached as Exhibits 31.1, 31.2, 32.1, and 32.2, (ii) an updated Consent of Independent Registered Public Accounting Firm, attached as Exhibit 23.1, and (iii) updated inline XBRL exhibits, as applicable.

The only changes to the Original Form 10-K are those related to the matters described above.

As such, this Amendment speaks only as of the date that the Original Form 10-K was filed, and the Company has not undertaken to amend, update, or change any information contained in the Original Form 10-K to give effect to any subsequent event, other than as expressly indicated in this Amendment.

Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and any subsequent filings with the SEC.

[Table of Contents](#ia7ca1be02b3b4654abec2d0074f80055_1656)

TRIMBLE INC.

2023 FORM 10-K/A

TABLE OF CONTENTS

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| Item 8 | | | [Financial Statements and Supplementary Data](#ia7ca1be02b3b4654abec2d0074f80055_136) | | | [1](#ia7ca1be02b3b4654abec2d0074f80055_136) | | |

| Item 9A | | | [Controls and Procedures](#ia7ca1be02b3b4654abec2d0074f80055_226) | | | [32](#ia7ca1be02b3b4654abec2d0074f80055_226) | | |

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| | | | PART IV | | | | | |

| Item 15 | | | [Exhibits and Financial Statement Schedules](#ia7ca1be02b3b4654abec2d0074f80055_259) | | | [35](#ia7ca1be02b3b4654abec2d0074f80055_259) | | |

___________________________________________________

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OR

____________________________________________________

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| Delaware | | 94-2802192 |

935 Stewart Drive, Sunnyvale, CA

94085

(Zip Code)

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DOCUMENTS INCORPORATED BY REFERENCE

Certain parts of Trimble Inc. Proxy Statement relating to the annual meeting of stockholders to be held on May 27, 2020 (the “Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K.

We are filing this Amendment No. 1 to our Annual Report on Form 10-K for the year ended January 3, 2020 filed with the Securities and Exchange commission on February 28, 2020 (the “Original Filing”) for the sole purpose of including amended Exhibits 32.1 and 32.2 which contain the Section 906 Certifications of our Chief Executive Officer and Chief Financial Officer, respectively.

The Certifications included in Exhibits 32.1 and 32.2 to the Original Filing contained typographical errors.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto.

Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.

This Form 10-K/A does not reflect events that may have occurred subsequent to the filing date of the Original Filing.

TRIMBLE INC.

INDEX TO FINANCIAL STATEMENTS

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| [Consolidated Balance Sheets](#ia7ca1be02b3b4654abec2d0074f80055_139) | | | [1](#ia7ca1be02b3b4654abec2d0074f80055_139) | | |

| [Consolidated Statements of Income](#ia7ca1be02b3b4654abec2d0074f80055_145) | | | [2](#ia7ca1be02b3b4654abec2d0074f80055_145) | | |

| [Consolidated Statements of Comprehensive Income](#ia7ca1be02b3b4654abec2d0074f80055_148) | | | [3](#ia7ca1be02b3b4654abec2d0074f80055_148) | | |

| [Consolidated Statements of Stockholders’ Equity](#ia7ca1be02b3b4654abec2d0074f80055_154) | | | [4](#ia7ca1be02b3b4654abec2d0074f80055_154) | | |

| [Consolidated Statements of Cash Flows](#ia7ca1be02b3b4654abec2d0074f80055_157) | | | [5](#ia7ca1be02b3b4654abec2d0074f80055_157) | | |

| [Notes to Consolidated Financial Statements](#ia7ca1be02b3b4654abec2d0074f80055_160) | | | [6](#ia7ca1be02b3b4654abec2d0074f80055_160) | | |

| [Note 1. Description of Business and Accounting Policies](#ia7ca1be02b3b4654abec2d0074f80055_163) | | | [6](#ia7ca1be02b3b4654abec2d0074f80055_163) | | |

| [Note 2. Earnings per Share](#ia7ca1be02b3b4654abec2d0074f80055_172) | | | [11](#ia7ca1be02b3b4654abec2d0074f80055_172) | | |

| [Note 3. Acquisitions](#ia7ca1be02b3b4654abec2d0074f80055_175) | | | [11](#ia7ca1be02b3b4654abec2d0074f80055_175) | | |

| [Note 4. Divestitures](#ia7ca1be02b3b4654abec2d0074f80055_178) | | | [13](#ia7ca1be02b3b4654abec2d0074f80055_178) | | |

| [Note 5. Intangible Assets and Goodwill](#ia7ca1be02b3b4654abec2d0074f80055_181) | | | [14](#ia7ca1be02b3b4654abec2d0074f80055_181) | | |

| [Note 6. Certain Balance Sheet Components](#ia7ca1be02b3b4654abec2d0074f80055_184) | | | [15](#ia7ca1be02b3b4654abec2d0074f80055_184) | | |

| [Note 7. Reporting Segment and Geographic Information](#ia7ca1be02b3b4654abec2d0074f80055_187) | | | [16](#ia7ca1be02b3b4654abec2d0074f80055_187) | | |

| [Note 8. Debt](#ia7ca1be02b3b4654abec2d0074f80055_190) | | | [19](#ia7ca1be02b3b4654abec2d0074f80055_190) | | |

| [Note 9. Leases](#ia7ca1be02b3b4654abec2d0074f80055_196) | | | [20](#ia7ca1be02b3b4654abec2d0074f80055_196) | | |

| [Note 10. Commitments and Contingencies](#ia7ca1be02b3b4654abec2d0074f80055_199) | | | [21](#ia7ca1be02b3b4654abec2d0074f80055_199) | | |

| [Note 11. Fair Value Measurements](#ia7ca1be02b3b4654abec2d0074f80055_202) | | | [22](#ia7ca1be02b3b4654abec2d0074f80055_202) | | |

| [Note 12. Deferred Revenue and Remaining Performance Obligations](#ia7ca1be02b3b4654abec2d0074f80055_205) | | | [23](#ia7ca1be02b3b4654abec2d0074f80055_205) | | |

| [Note 13. Income Taxes](#ia7ca1be02b3b4654abec2d0074f80055_208) | | | [23](#ia7ca1be02b3b4654abec2d0074f80055_208) | | |

| [Note 14. Employee Stock Benefit Plans](#ia7ca1be02b3b4654abec2d0074f80055_211) | | | [26](#ia7ca1be02b3b4654abec2d0074f80055_211) | | |

| [Note 15. Common Stock Repurchase](#ia7ca1be02b3b4654abec2d0074f80055_214) | | | [28](#ia7ca1be02b3b4654abec2d0074f80055_214) | | |

| [Note 16. Subsequent Event](#ia7ca1be02b3b4654abec2d0074f80055_217) | | | [28](#ia7ca1be02b3b4654abec2d0074f80055_217) | | |

| [Reports of Independent Registered Public Accounting Firm](#ia7ca1be02b3b4654abec2d0074f80055_220) (PCAOB ID: 42) | | | [29](#ia7ca1be02b3b4654abec2d0074f80055_220) | | |

[Table of Contents](#ia7ca1be02b3b4654abec2d0074f80055_1656)

Index to Financial Statements

TRIMBLE INC.

CONSOLIDATED BALANCE SHEETS

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| At the End of Year | | | 2023 | | | | | | 2022 | | |

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| *(In millions, except par value)* | | | | | | | | | | | |

| ASSETS | | | | | | | | | | | |

| Current assets: | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | 229.8 | | | | | $ | 271.0 | |

(a) Evaluation of Disclosure Controls and Procedures

Management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), had 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.

Notwithstanding the identified material weaknesses, management has concluded that the consolidated financial statements as originally filed on Form 10-K on February 26, 2024, and as included in the Amendment, present fairly, in all material respects, our financial position at December 29, 2023 and December 30, 2022, and the results of operations and cash flows for each of the three years in the period ended December 29, 2023.

There were no restatements to the consolidated financial statements for the periods presented in the Original Form 10-K or for any previously released financial results.

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

[Table of Contents](#ia7ca1be02b3b4654abec2d0074f80055_1656)

Index to Financial Statements

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 the accounting for the Company’s business combination with Transporeon.

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 intangible assets.

- We did not design and maintain effective controls over certain 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 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.

- With respect to certain ITGCs and other controls for systems related to the Company’s financial reporting processes, there was undue reliance on controls over IT interfaces to transfer data between the order processing system and (i) billing system; (ii) financial reporting system; or (iii) revenue calculation system impacting the majority of revenue without effectively designed controls to ensure the completeness and accuracy of data transferred between the different systems.

Certain business process controls that rely on data transferred between the different systems could have been adversely impacted and were also deemed ineffective.

- 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.

We have excluded the businesses acquired in 2023 from our evaluation of the internal control over financial reporting.

The excluded businesses constituted approximately 3% of both tangible assets and revenue as of and for the year ended December 29, 2023.

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.

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 have finalized the design of review controls over third-party valuation specialists to add greater levels of precision to detect and prevent potential misstatements, including the establishment of process and controls to evaluate adequate review and evidence used in the valuation of acquired intangible assets.

The Company had an acquisition with a purchase price of $26 million in the second quarter of 2024 for which the Company successfully tested the operating effectiveness of the remediated design of applicable business combination controls.

- 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 finalizing the design and implementation of certain ITGCs and other controls for systems related to the Company’s financial reporting processes, specifically on the IT interfaces that transfer data between the order processing system and (i) billing system; (ii) financial reporting system; or (iii) revenue calculation system impacting the majority of revenue.

- 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.

[removed: (b)] [added: (3)] Exhibits

We have filed, or incorporated into the [removed: Report] [added: report] by reference, the exhibits listed on the accompanying Index to Exhibits immediately preceding the signature page of this [removed: Form 10-K/A.][added: report.]

| Exh. No. | [added: | |] Description of Exhibit | [added: | |] Filed herewith or incorporated by reference to: | [added: | |]

| 3.1 | [added: | |] [Certificate of Incorporation of Trimble [removed: Inc.](http://www.sec.gov/Archives/edgar/data/864749/000134100416001666/ex3-1.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/864749/000134100416001666/ex3-1.htm)] | [removed: Exhibit] [added: | | Exh.] 3.1 to Form 8-K filed [removed: October] [added: Oct.] 3, 2016 | [added: | |]

| 3.2 | [removed: [By-Laws] [added: | | [Amended and Restated By-Laws] of Trimble Inc., effective [removed: as of January 4, 2020](http://www.sec.gov/Archives/edgar/data/864749/000119312519293532/d836295dex31.htm)] [added: December 6, 2023](https://www.sec.gov/Archives/edgar/data/864749/000086474923000205/ex31trimble-amendedandrest.htm)] | [removed: Exhibit] [added: | | Exh.] 3.1 to Form 8-K filed [removed: November 15, 2019] [added: Dec. 11, 2023] | [added: | |]

| [removed: 4.2] [added: 4.1] | [added: | |] [Description of Securities of Trimble Inc.](https://www.sec.gov/Archives/edgar/data/864749/000086474920000029/ex42descriptionofsecur.htm) | [removed: Exhibit] [added: | | Exh.] 4.2 to Form 10-K filed [removed: February] [added: Feb.] 28, 2020 | [added: | |]

| [removed: 4.3(A)] [added: 4.2(A)] | [added: | |] [Indenture, dated as of October 30, 2014, between the Company and U.S. Bank National [removed: Association](http://www.sec.gov/Archives/edgar/data/864749/000119312514389638/d808160dex42.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/864749/000119312514389638/d808160dex42.htm)] | [removed: Exhibit] [added: | | Exh.] 4.2 to Form S-3 filed [removed: October] [added: Oct.] 30, 2014 | [added: | |]

| [removed: 4.3(B)] [added: 4.2(B)] | [added: | |] [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 [removed: 2024)](http://www.sec.gov/Archives/edgar/data/864749/000119312514423565/d826171dex41.htm)] [added: 2024)](https://www.sec.gov/Archives/edgar/data/864749/000119312514423565/d826171dex41.htm)] | [removed: Exhibit] [added: | | Exh.] 4.1 to Form 8-K filed [removed: November] [added: Nov.] 24, 2014 | [added: | |]

| [removed: 4.3(C)] [added: 4.2(C)] | [added: | |] [Second Supplemental Indenture, dated October 1, 2016, between [removed: Trimble Inc., Trimble Navigation Limited] [added: the Company] and U.S. Bank National [removed: Association](http://www.sec.gov/Archives/edgar/data/864749/000134100416001666/ex4-2.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/864749/000134100416001666/ex4-2.htm)] | [removed: Exhibit] [added: | | Exh.] 4.2 to Form 8-K filed [removed: October] [added: Oct.] 3, 2016 | [added: | |]

| [removed: 4.3(D)] [added: 4.2(D)] | [added: | |] [Third Supplemental Indenture, dated June 15, 2018, between [removed: Trimble Inc.] [added: 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 [removed: 2028)](http://www.sec.gov/Archives/edgar/data/864749/000119312518194378/d757275dex41.htm)] [added: 2028)](https://www.sec.gov/Archives/edgar/data/864749/000119312518194378/d757275dex41.htm)] | [removed: Exhibit] [added: | | Exh.] 4.1 to Form 8-K filed [removed: June] [added: Jun.] 15, 2018 | [added: | |]

| [removed: 10.2] [added: 10.1(A)] | [added: | |] [Credit [removed: Agreement] [added: Agreement,] dated [removed: as of May 15, 2018] [added: March 24, 2022,] by and among Trimble Inc., the borrowing subsidiaries party thereto, the lenders party [removed: thereto] [added: thereto,] and [removed: JPMorgan Chase Bank, N.A.](http://www.sec.gov/Archives/edgar/data/864749/000119312518165239/d589349dex101.htm)] [added: Bank of America, N.A., as administrative agent](https://www.sec.gov/Archives/edgar/data/864749/000086474922000064/a101trimblecreditagreement.htm)] | [removed: Exhibit] [added: | | Exh.] 10.1 to Form 8-K filed [removed: May 16, 2018] [added: Mar. 30. 2022] | [added: | |]

| [removed: 10.3+] [added: 10.2+] | [added: | |] [Form of Indemnification Agreement between the Company and its officers and [removed: directors](http://www.sec.gov/Archives/edgar/data/864749/000119312517344178/d487192dex101.htm)] [added: directors](https://www.sec.gov/Archives/edgar/data/864749/000119312517344178/d487192dex101.htm)] | [removed: Exhibit] [added: | | Exh.] 10.1 to Form 8-K filed [removed: November] [added: Nov.] 15, 2017 | [added: | |]

| [removed: 10.4+] [added: 10.3+] | [added: | |] [Board of Directors Compensation Policy, [removed: effective] as [removed: of May 7, 2015](http://www.sec.gov/Archives/edgar/data/864749/000119312515182326/d924338dex101.htm)] [added: amended February 22, 2022](https://www.sec.gov/Archives/edgar/data/864749/000086474922000048/boardofdirectorscompensati.htm)] | [removed: Exhibit] [added: | | Exh.] 10.1 to Form 8-K filed [removed: May 11, 2015] [added: Feb. 28, 2022] | [added: | |]

| [removed: 10.7+] [added: 10.6+] | [added: | |] [Age and Service Equity Vesting [removed: Program](http://www.sec.gov/Archives/edgar/data/864749/000086474917000066/a103ageandserviceequityves.htm)] [added: Program](https://www.sec.gov/Archives/edgar/data/864749/000086474923000077/a105ageandserviceequityves.htm)[, as amended March 20, 2023](https://www.sec.gov/Archives/edgar/data/864749/000086474923000077/a105ageandserviceequityves.htm)] | [removed: Exhibit 10.3] [added: | | Exh. 10.5] to Form 10-Q filed [removed: August 8, 2017] [added: May 3, 2023] | [added: | |]

| [removed: 10.8(A)+] [added: 10.7(A)+] | [added: | |] [Employee Stock Purchase Plan, as amended March 13, [removed: 2017](http://www.sec.gov/Archives/edgar/data/864749/000119312517093828/d362824ddef14a.htm)] [added: 2017](https://www.sec.gov/Archives/edgar/data/864749/000119312517093828/d362824ddef14a.htm)] | [removed: Appendix] [added: | | App.] B of Form DEF 14A filed [removed: March] [added: Mar.] 23, 2017 | [added: | |]

| [removed: 10.8(B)+] [added: 10.7(B)+] | [added: | |] [Employee Stock Purchase Plan - Form of global subscription [removed: agreement](http://www.sec.gov/Archives/edgar/data/864749/000086474915000061/a1052015espp.htm)] [added: agreement](https://www.sec.gov/Archives/edgar/data/864749/000086474915000061/a1052015espp.htm)] | [removed: Exhibit] [added: | | Exh.] 10.5 to Form 10-Q filed [removed: November] [added: Nov.] 10, 2015 | [added: | |]

| [removed: 10.9(B)+] [added: 10.8(B)+] | [added: | |] [2002 Stock Plan - Form of stock option agreement (U.S. [removed: directors)](http://www.sec.gov/Archives/edgar/data/864749/000086474914000100/a102formofusdirectorstocko.htm)] [added: directors)](https://www.sec.gov/Archives/edgar/data/864749/000086474914000100/a102formofusdirectorstocko.htm)] | [removed: Exhibit] [added: | | Exh.] 10.2 to Form 10-Q filed [removed: November] [added: Nov.] 7, 2014 | [added: | |]

| [removed: 10.9(C)+] [added: 10.8(C)+] | [added: | |] [2002 Stock Plan - Form of stock option agreement (non-U.S. [removed: directors)](http://www.sec.gov/Archives/edgar/data/864749/000086474914000100/a103formofnon-usdirectorst.htm)] [added: directors)](https://www.sec.gov/Archives/edgar/data/864749/000086474914000100/a103formofnon-usdirectorst.htm)] | [removed: Exhibit] [added: | | Exh.] 10.3 to Form 10-Q filed [removed: November] [added: Nov.] 7, 2014 | [added: | |]

| [removed: 10.9(D)+] [added: 10.8(D)+] | [added: | |] [2002 Stock Plan - Form of global stock option agreement [removed: (officers)](http://www.sec.gov/Archives/edgar/data/864749/000086474915000061/a1012015option.htm)] [added: (officers)](https://www.sec.gov/Archives/edgar/data/864749/000086474915000061/a1012015option.htm)] | [removed: Exhibit] [added: | | Exh.] 10.1 to Form 10-Q filed [removed: November] [added: Nov.] 10, 2015 | [added: | |]

| [removed: 10.9(E)+] [added: 10.8(F)+] | [added: | |] [2002 Stock Plan - Form of global restricted stock unit award [removed: agreement](http://www.sec.gov/Archives/edgar/data/864749/000086474915000061/a1022015rsu.htm)] [added: agreement](https://www.sec.gov/Archives/edgar/data/864749/000086474915000061/a1022015rsu.htm)] | [removed: Exhibit] [added: | | Exh.] 10.2 to Form 10-Q filed [removed: November] [added: Nov.] 10, 2015 | [added: | |]

| [removed: 10.9(F)+] [added: 10.8(G)+] | [added: | |] [2002 Stock Plan - Form of global performance restricted stock unit award [removed: agreement](http://www.sec.gov/Archives/edgar/data/864749/000086474915000061/a1062015prsu.htm)] [added: agreement](https://www.sec.gov/Archives/edgar/data/864749/000086474915000061/a1062015prsu.htm)] | [removed: Exhibit] [added: | | Exh.] 10.6 to Form 10-Q filed [removed: November] [added: Nov.] 10, 2015 | [added: | |]

| [removed: 10.9(G)+] [added: 10.8(H)+] | [added: | |] [2002 Stock Plan - Form of global restricted stock unit award agreement [removed: (officers)](http://www.sec.gov/Archives/edgar/data/864749/000086474916000092/ex1030201510k.htm)] [added: (officers)](https://www.sec.gov/Archives/edgar/data/864749/000086474916000092/ex1030201510k.htm)] | [removed: Exhibit] [added: | | Exh.] 10.30 to Form 10-K filed [removed: February] [added: Feb.] 24, 2017 | [added: | |]

| [removed: 10.9(H)+] [added: 10.8(I)+] | [added: | |] [2002 Stock Plan - Form of global performance stock unit award agreement (Operating [removed: Income/Revenue)](http://www.sec.gov/Archives/edgar/data/864749/000086474917000066/a104trimble-performanceres.htm)] [added: Income/Revenue)](https://www.sec.gov/Archives/edgar/data/864749/000086474917000066/a104trimble-performanceres.htm)] | [removed: Exhibit] [added: | | Exh.] 10.4 to Form 10-Q filed [removed: August] [added: Aug.] 8, 2017 | [added: | |]

| [removed: 10.9(I)+] [added: 10.8(J)+] | [added: | |] [2002 Stock Plan - Form of global performance stock unit award agreement (Total Stockholder [removed: Return)](http://www.sec.gov/Archives/edgar/data/864749/000086474917000066/a105trimble-performanceres.htm)] [added: Return)](https://www.sec.gov/Archives/edgar/data/864749/000086474917000066/a105trimble-performanceres.htm)] | [removed: Exhibit] [added: | | Exh.] 10.5 to Form 10-Q filed [removed: August] [added: Aug.] 8, 2017 | [added: | |]

| [removed: 10.9(J)+] [added: 10.8(K)+] | [added: | |] [2002 Stock Plan - Form of global performance stock unit award agreement [removed: (officers)](http://www.sec.gov/Archives/edgar/data/864749/000086474919000132/trmb-2ndq2019xex101glo.htm)] [added: (officers)](https://www.sec.gov/Archives/edgar/data/864749/000086474919000132/trmb-2ndq2019xex101glo.htm)] | [removed: Exhibit] [added: | | Exh.] 10.1 to Form 10-Q filed [removed: August] [added: Aug.] 2, 2019 | [added: | |]

| [removed: 10.9(K)+] [added: 10.8(L)+] | [added: | |] [2002 Stock Plan - Performance stock option agreement between the Company and Rob Painter issued January 4, 2020](https://www.sec.gov/Archives/edgar/data/864749/000086474920000029/ex109kpainterperfstock.htm) | [removed: Exhibit] [added: | | Exh.] 10.9(K) to Form 10-K filed [removed: February] [added: Feb.] 28, 2020 | [added: | |]

| [removed: 10.11+] [added: 10.10+] | [added: | |] [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 [removed: officers](http://www.sec.gov/Archives/edgar/data/864749/000086474917000066/a101trimble-changeinctrlse.htm)] [added: officers](https://www.sec.gov/Archives/edgar/data/864749/000086474917000066/a101trimble-changeinctrlse.htm)] | [removed: Exhibit] [added: | | Exh.] 10.1 to Form 10-Q filed [removed: August] [added: Aug.] 8, 2017 | [added: | |]

| [removed: 10.12+] [added: 10.11+] | [added: | |] [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 [removed: officers](http://www.sec.gov/Archives/edgar/data/864749/000086474917000066/a102trimble-executivesever.htm)] [added: officers](https://www.sec.gov/Archives/edgar/data/864749/000086474917000066/a102trimble-executivesever.htm)] | [removed: Exhibit] [added: | | Exh.] 10.2 to Form 10-Q filed [removed: August] [added: Aug.] 8, 2017 | [added: | |]

| [removed: 10.13+] [added: 10.12+] | [added: | |] [Change in Control Severance Agreement between the Company and [removed: Steven W. Berglund] [added: Robert G. Painter] dated [removed: February 20, 2019](http://www.sec.gov/Archives/edgar/data/864749/000086474919000006/a101trimble-changeinctrlse.htm)] [added: January 4, 2020](https://www.sec.gov/Archives/edgar/data/864749/000086474921000029/ex1015paintercic.htm)] | [removed: Exhibit 10.1] [added: | | Exh. 10.15] to Form 10-K filed [removed: February 22, 2019] [added: Feb. 26, 2021] | [added: | |]

| [removed: 10.16+] [added: 10.13+] | [removed: [Severance] [added: | | [Executive Severance] Agreement between the Company and [removed: Rosalind Buick executed December 6, 2019](https://www.sec.gov/Archives/edgar/data/864749/000086474920000029/ex1016execsevagmtbuick.htm)] [added: Robert G. Painter dated January 4, 2020](https://www.sec.gov/Archives/edgar/data/864749/000086474921000029/ex1016painterexecsev.htm)] | [removed: Exhibit] [added: | | Exh.] 10.16 to Form 10-K filed [removed: February 28, 2020] [added: Feb. 26, 2021] | [added: | |]

| 21.1 | [added: | |] [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/864749/000086474920000029/ex211201910k.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/864749/000086474924000047/ex211202310k.htm)] | [removed: Exhibit] [added: | | [E](https://www.sec.gov/Archives/edgar/data/864749/000086474924000047/ex211202310k.htm)[xh](https://www.sec.gov/Archives/edgar/data/864749/000086474924000047/ex211202310k.htm)[.] 21.1 to Form 10-K filed [removed: February 28, 2020] [added: Feb. 26, 2024](https://www.sec.gov/Archives/edgar/data/864749/000086474924000047/ex211202310k.htm)] | [added: | |]

| 23.1 | [added: | |] [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/864749/000086474920000029/ex231201910k.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/864749/000086474925000011/ex231202310ka.htm)] | [removed: Exhibit 23.1 to Form 10-K filed February 28, 2020] | [added: | Filed herewith | | |]

| 31.1 | [added: | |] [Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/864749/000086474920000029/ex311201910k.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/864749/000086474925000011/ex311202310ka.htm)] | [removed: Exhibit 31.1 to Form 10-K filed February 28, 2020] | [added: | Filed herewith | | |]

| 31.2 | [added: | |] [Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/864749/000086474920000029/ex312201910k.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/864749/000086474925000011/ex312202310ka.htm)] | [removed: Exhibit 31.2 to Form 10-K filed February 28, 2020] | [added: | Filed herewith | | |]

| [removed: 31.3] [added: 32.1] | [added: | |] [Certification of CEO pursuant to Section [removed: 302] [added: 906] of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/864749/000086474920000068/ex313201910ka.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/864749/000086474925000011/ex321202310ka.htm)] | [removed: Filed] [added: | | Furnished] herewith | [added: | |]

| [removed: 31.4] [added: 32.2] | [added: | |] [Certification of CFO pursuant to Section [removed: 302] [added: 906] of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/864749/000086474920000068/ex314201910ka.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/864749/000086474925000011/ex322202310ka.htm)] | [removed: Filed] [added: | | Furnished] herewith | [added: | |]

| 101++ | [added: | |] The following financial statements from this Annual Report on Form [removed: 10-K,] [added: 10-K/A,] 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 | | [added: | | | |]

| 104++ | [added: | |] The cover page from this [removed: Amendment No. 1] [added: Annual Report] on Form 10-K/A, formatted in Inline XBRL | | [added: | | | |]

[removed: | + |] [added: \+] Indicates management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form [removed: 10-K. |][added: 10–K/A.]

[removed: |] ++ [removed: |] 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. [removed: |]

(1) Financial Statements

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”.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | Page in this Report | | |

| [Consolidated Balance Sheets](#ia7ca1be02b3b4654abec2d0074f80055_139) | | | [1](#ia7ca1be02b3b4654abec2d0074f80055_139) | | |

| [Consolidated Statements of Income](#ia7ca1be02b3b4654abec2d0074f80055_145) | | | [2](#ia7ca1be02b3b4654abec2d0074f80055_145) | | |

| [Consolidated Statements of Comprehensive Income](#ia7ca1be02b3b4654abec2d0074f80055_148) | | | [3](#ia7ca1be02b3b4654abec2d0074f80055_148) | | |

| [Consolidated Statements of Stockholders’ Equity](#ia7ca1be02b3b4654abec2d0074f80055_154) | | | [4](#ia7ca1be02b3b4654abec2d0074f80055_154) | | |

| [Consolidated Statements of Cash Flows](#ia7ca1be02b3b4654abec2d0074f80055_157) | | | [5](#ia7ca1be02b3b4654abec2d0074f80055_157) | | |

| [Notes to Consolidated Financial Statements](#ia7ca1be02b3b4654abec2d0074f80055_160) | | | [6](#ia7ca1be02b3b4654abec2d0074f80055_160) | | |

| [Reports of Independent Registered Public Accounting Firm](#ia7ca1be02b3b4654abec2d0074f80055_220) | | | [29](#ia7ca1be02b3b4654abec2d0074f80055_220) | | |

(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.

[Table of Contents](#ia7ca1be02b3b4654abec2d0074f80055_1656)

Index to Financial Statements

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 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.](https://www.sec.gov/Archives/edgar/data/864749/000119312522309890/d404723dex21.htm) | | | 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](https://www.sec.gov/Archives/edgar/data/864749/000119312523246101/d488964dex101.htm) | | | Exh. 10.1 to Form 8-K/A filed Sep. 29, 2023 | | |

| 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)](https://www.sec.gov/Archives/edgar/data/864749/000119312523066227/d471542dex41.htm) | | | Exh. 4.1 to Form 8-K filed March 9, 2023 | | |

| 10.1(B) | | | [Amendment No. 1, dated December 27, 2022, to Credit Agreement of March 24, 2022](https://www.sec.gov/Archives/edgar/data/864749/000086474922000205/exhibit102-amendedcreditag.htm) | | | 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](https://www.sec.gov/Archives/edgar/data/864749/000086474923000173/a101amend2tocreditagmt.htm) | | | 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](https://www.sec.gov/Archives/edgar/data/864749/000086474922000205/exhibit101-termloancredita.htm) | | | Exh. 10.1 to Form 8-K filed Dec. 30, 2022 | | |

| 10.4+ | | | [Incentive Compensation Recoupment Policy, as amended September 24, 2023](https://www.sec.gov/Archives/edgar/data/864749/000086474923000191/a101trimbleincentivecompre.htm) | | | Exh. 10.1 to Form 10-Q filed Nov. 3, 2023 | | |

| 10.5+ | | | [Deferred Compensation Plan, as amended August 26, 2020](https://www.sec.gov/Archives/edgar/data/864749/000086474920000148/ex102deferredcompplan.htm) | | | Exh. 10.2 to Form 10-Q filed Nov. 6, 2020 | | |

| 10.8(A)+ | | | [2002 Stock Plan, as amended April 6, 2020](https://www.sec.gov/Archives/edgar/data/864749/000086474920000039/trimble-2020proxystatement.htm) | | | App. B of Form DEF 14A filed Apr. 15, 2020 | | |

| 10.8(E)+ | | | [2002 Stock Plan - Form of stock option agreement (officers, 2023 revision)](https://www.sec.gov/Archives/edgar/data/864749/000086474923000077/a1022002stockplan-formofst.htm) | | | Exh. 10.2 to Form 10-Q filed May 3, 2023 | | |

[Table of Contents](#ia7ca1be02b3b4654abec2d0074f80055_1656)

Index to Financial Statements

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 10.8(M)+ | | | [2002 Stock Plan - Form of performance stock unit award agreement (TSR-based, 2021 revision)](https://www.sec.gov/Archives/edgar/data/864749/000086474921000109/trmb-2ndq2021xex102.htm) | | | 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)](https://www.sec.gov/Archives/edgar/data/864749/000086474922000088/trmb-1stq2022xex101.htm) | | | 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)](https://www.sec.gov/Archives/edgar/data/864749/000086474923000077/a1032002stockplan-formofpe.htm) | | | 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)](https://www.sec.gov/Archives/edgar/data/864749/000086474923000077/a1042002stockplan-formofpe.htm) | | | Exh. 10.4 to Form 10-Q filed May 3, 2023 | | |

| 10.9+ | | | [Trimble OneBonus Plan Description](https://www.sec.gov/Archives/edgar/data/864749/000086474921000026/exh101top.htm) | | | Exh. 10.1 to Form 8-K filed Feb. 25, 2021 | | |

| 24.1 | | | [Power of Attorney](https://www.sec.gov/ix?doc=/Archives/edgar/data/864749/000086474924000047/trmb-20231229.htm) | | | [Exh. 2](https://www.sec.gov/ix?doc=/Archives/edgar/data/864749/000086474924000047/trmb-20231229.htm)[4.1](https://www.sec.gov/ix?doc=/Archives/edgar/data/864749/000086474924000047/trmb-20231229.htm) [to Form 10-K filed Feb. 26, 2024](https://www.sec.gov/ix?doc=/Archives/edgar/data/864749/000086474924000047/trmb-20231229.htm) | | |

* 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.

| | | |

| --- | --- | --- |

| 2.1 | [Agreement and Plan of Merger dated September 30, 2016 between Trimble Inc. and Trimble Navigation Limited](http://www.sec.gov/Archives/edgar/data/864749/000134100416001666/ex2-1.htm) | Exhibit 2.1 to Form 8-K filed October 3, 2016 |

| 2.2 | [Stock Purchase Agreement dated as of February 2, 2018 by and among Trimble Inc., e‑Builder, Inc. and the stockholders of e-Builder named therein](http://www.sec.gov/Archives/edgar/data/864749/000119312518030157/d501075dex21.htm) | Exhibit 2.1 to Form 8-K filed February 2, 2018 |

| 2.3 | [Agreement and Plan of Merger dated April 23, 2018, regarding the acquisition of Viewpoint, Inc.](http://www.sec.gov/Archives/edgar/data/864749/000119312518127126/d573173dex21.htm) | Exhibit 2.1 to Form 8-K filed April 24, 2018 |

| 4.1 | [Form of Common Stock Certificate of Trimble Inc.](http://www.sec.gov/Archives/edgar/data/864749/000134100416001666/ex4-1.htm) | Exhibit 4.1 to Form 8-K filed October 3, 2016 |

| 10.1(A) | [Lease dated May 11, 2005 between Carr America Realty Operating Partnership, L.P. and the Company](http://www.sec.gov/Archives/edgar/data/864749/000086474906000016/ex1017.htm) | Exhibit 10.17 to Form 10-K filed March 10, 2006 |

| 10.1(B) | [First Amendment to Lease between Carr NP Properties, LLC and the Company](http://www.sec.gov/Archives/edgar/data/864749/000119312511050403/dex1023.htm) | Exhibit 10.23 to Form 10-K filed March 1, 2011 |

| 10.1(C) | [Second Amendment to Lease between the Company and Wilson Oakmead West, LLC (successor in interest to Carr NP Properties, LLC)](http://www.sec.gov/Archives/edgar/data/864749/000086474917000066/sunnyvaleleaseterm945ste.htm) | Exhibit 10.6 to Form 10-Q filed August 8, 2017 |

| 10.5+ | [Incentive Compensation Recoupment Policy](http://www.sec.gov/Archives/edgar/data/864749/000134100417000306/ex99_1.htm) | Exhibit 99.1 to Form 8-K filed May 8, 2017 |

| 10.6+ | [Deferred Compensation Plan, as amended December 31, 2018](http://www.sec.gov/Archives/edgar/data/864749/000086474915000061/a107deferred_compensationx.htm) | Exhibit 10.1 to Form 10-Q filed May 7, 2019 |

| 10.9(A)+ | [2002 Stock Plan, as amended January 1, 2019](http://www.sec.gov/Archives/edgar/data/864749/000086474919000069/trimble2002stockplanasamen.htm) | Exhibit 10.1 to Form 10-Q filed May 7, 2019 |

| 10.10+ | [Annual Management Incentive Plan Description](http://www.sec.gov/Archives/edgar/data/864749/000086474917000038/trimblemipdescriptionmay20.htm) | Exhibit 10.1 to Form 10-Q filed May 8, 2017 |

| 10.14+ | [Executive Severance Agreement between the Company and Steven W. Berglund dated February 20, 2019](http://www.sec.gov/Archives/edgar/data/864749/000086474919000006/a102trimble-executivesever.htm) | Exhibit 10.2 to Form 10-K filed February 22, 2019 |

| 10.15+ | [Offer Letter between the Company and David Barnes (in his capacity as CFO) dated November 8, 2019](http://www.sec.gov/Archives/edgar/data/864749/000119312519294822/d837031dex101.htm) | Exhibit 10.1 to Form 8-K filed November 18, 2019 |

| 24.1 | Power of Attorney (included on signature page herein) | |

| 32.1 | [Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](https://www.sec.gov/Archives/edgar/data/864749/000086474920000068/ex321201910ka.htm) | Filed herewith |

| 32.2 | [Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](https://www.sec.gov/Archives/edgar/data/864749/000086474920000068/ex322201910ka.htm) | Filed herewith |

| | |

| --- | --- |

| | Portions of this document have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2. |

May 22, 2020