Trimble (TRMB) 10-K risk factor changes: FY2022 vs FY2021

You should carefully consider the following risk factors, in addition to the other information contained in this [removed: Annual Report on Form 10-K] [added: report] and in any other documents to which we refer you in this [removed: Annual Report on Form 10-K,] [added: report,] before purchasing our securities.

We have experienced disruption in our supply chain [removed: as a result of] [added: including] the effects of COVID-19 and related events, and are subject to ongoing supply chain risks, which [added: could] adversely affect our revenue and results of operations

[removed: We have] experienced disruption in our supply chain as a result of the effects of COVID-19 [added: and the geopolitical conditions such as the ongoing military conflict between Russia and Ukraine and] related events and their impact on our suppliers and on international trade in general, leading to shortfalls in available components we need to make products as well as increased costs to obtain components, to make products, and to transport components and products.

[removed: We are experiencing] [added: The disruptions include] extended delivery times for certain components of our hardware products and increased freight costs.

Future disruptions could occur as a result of any number of events, including, but not limited to, [removed: the continuing impacts of the COVID-19 pandemic,] [added: inflationary cost increases,] increases in wages that drive up prices or labor, the imposition of new regulations, quotas or embargoes on components, a scarcity of, or significant increase in the price of, required components for our products, trade restrictions, tariffs or duties, fluctuations in currency exchange rates, transportation failures affecting the supply chain and shipment of materials and finished goods, third party interference in the integrity of the products sourced through the supply chain, the unavailability of raw materials, severe weather conditions, natural disasters, civil unrest, military conflicts, geopolitical developments, war or terrorism, and disruptions in utility and other services.

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As a result, our [removed: operations, and our] [added: business,] financial [removed: results,] [added: condition, and results of operations,] including our ability to design, develop, or sell products, may be adversely affected by a number of factors outside of our control, including:

- global and local economic [removed: conditions;][added: conditions, such as inflation and recession;]

Changes in our software and subscription businesses may adversely impact our [removed: operations and] [added: business,] financial [removed: results][added: condition and results of operations]

[removed: If customers] do not renew their contracts for our products, our maintenance and subscription revenue will decline, and our financial results will suffer.

Changes to our licensing programs and subscription programs, including the introduction of new subscription services for integrated solutions that include hardware, the timing of the release of enhancements, upgrades, maintenance releases, the term of the contract, discounts, and promotions, could impact the timing of the recognition of revenue for our products, and adversely affect our cash flow, [removed: operating results, and] [added: business,] financial [removed: condition.][added: condition, and results of operations.]

We believe that in certain business opportunities, our success will depend on our ability to form and maintain alliances with industry [removed: participants, such as Caterpillar, Nikon, Hilti, and CNH Industrial.][added: participants.]

Our relationships with substantial industry participants such as [removed: Caterpillar] [added: Caterpillar, Nikon,] and [removed: CNH Industrial] [added: Hilti] are complex and multifaceted and are likely to evolve over time based upon the changing business needs and objectives of the parties.

Evolution of our respective business strategies and diversification of product portfolios may lead to increased competition with our [added: other] strategic allies, placing additional pressure on these relationships.

[removed: In addition, we] [added: We] utilize dealer networks, including those affiliated with [removed: some of our strategic allies such as] Caterpillar and CNH [removed: Industrial] to market, sell, and service many of our products.

[removed: Lastly, dealers] [added: Dealers] who carry products that compete with our products may focus their inventory purchases and sales efforts on goods provided by competitors due to industry demand or profitability.

Such sourcing decisions can adversely impact our [removed: sales,] [added: business,] financial condition, and results of operations.

Investing in and integrating new acquisitions or divesting businesses could be costly, place a significant strain on our management systems and resources, or fail to deliver expected outcomes, which could adversely impact our [added: business, financial conditions, and] results of operations

We typically acquire a number of businesses each year and [added: we] intend to continue to acquire other businesses.

We face substantial competition in our markets, which could decrease our revenue and growth rates or impair our [added: business,] financial [removed: condition] [added: condition,] and results of operations

If we are unable to attract and retain qualified personnel, our business, [removed: operating results,] financial condition, and [removed: cash flows] [added: results of operations] could be harmed

Our inability to hire and retain qualified management and skilled personnel, particularly engineers, salespeople, and key executive management, could disrupt our development efforts, sales results, business relationships, and our ability to execute our business plan and strategy on a timely basis and could materially and adversely affect our [removed: operating results,] [added: business,] financial condition, and [removed: cash flows.][added: results of operations.]

Because the techniques used by computer hackers who may attempt to penetrate and sabotage our network security or our website change frequently, they may take advantage of weaknesses in third party technology or standards of which we are unaware or that we do not control and may not be recognized until [removed: long] after they have been launched against a target.

[removed: This has been and may] continue to be negatively impacted by the global supply chain shortage.

[removed: Life cycles] [added: Lifecycles] of software products can be short, and this can exacerbate the risks associated with developing new products.

If we are not able to develop software and other solutions that address the increasingly sophisticated needs of our customers, or if we are unable to adapt to new platforms, technologies, or new industry standards that impact our markets, our ability to retain or increase market [removed: share] [added: share, business, financial condition,] and results of operations could be adversely affected.

In such event, we could be required to seek licenses from third parties in order to continue offering our products, to disclose and offer royalty-free licenses in connection with our own source code, to re-engineer our products, or to discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis, any of which could adversely affect our [removed: business.][added: business, financial condition, and results of operations.]

These allocations are further governed by radio regulations that have treaty status and which [removed: may be subject to modification every two to three years by the World Radio Communication Conference.]

However, of the current deployment of operational satellites in orbit, some have been in operation for [removed: 15 years or more.][added: much longer.]

Any curtailment of the operating capability of these systems or limitations on access to, or use of the signals, or discontinuance of service could result in degradation of our services or product performance, with an adverse effect on our [removed: business.][added: business, financial condition, and results of operations.]

Many of our products use satellite signals [added: available globally] from the Russian GLONASS, China’s BeiDou, and the European Galileo GNSS Systems.

Any such violations could include prohibitions or conditions on our ability to offer our products in one or more countries and could materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, our business, [added: financial conditions,] and [removed: our] results of operations.

We are subject to evolving [added: and potentially conflicting] privacy laws in the United States and other [removed: jurisdictions that are subject to potentially differing interpretations and] [added: jurisdictions,] which could adversely impact our business and require that we incur substantial costs

Existing privacy-related laws and regulations in the United States and other countries are evolving and are subject to [added: unclear or] potentially differing interpretations, and various U.S. federal and state or other international legislative and regulatory bodies may expand or enact laws regarding privacy and data security-related matters.

[removed: The U.S. and European Union have not yet managed to replace the EU-U.S. Privacy Shield as a basis for data transfers from the EU to the U.S.] International transfers of personal data present ongoing compliance challenges and complicate our business transactions and operations.

In addition, the California Consumer Privacy Act (the “CCPA”), which took effect in January 2020, was amended by the California Privacy Rights Act (“the “CPRA”) and [removed: will take] [added: took] full effect in January [added: 2023, with enforcement to begin on July 1,] 2023.

The CCPA and CPRA, among other things, [removed: gives] [added: give] California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.

Other U.S. states and the U.S. Congress have introduced, and some states like [removed: Virginia] [added: Virginia, Colorado, Connecticut] and [removed: Colorado] [added: Utah] have [removed: enacted in 2021,] [added: enacted,] data privacy legislation, which may impact our business.

[removed: Data privacy] [added: Such] legislation, amendments and revisions to existing data privacy legislation, and other developments impacting data privacy and data protection may [added: contain unclear and conflicting requirements, and may] require us to modify our data processing [added: practices and policies, increase the complexity of providing our products and services, and cause us to incur substantial costs in an effort to comply.]

[removed: CE] [added: Conformité Européenne (CE)] certification is required for GNSS receivers and data communications products, which must also conform to the European harmonized GNSS receiver requirements and the radio equipment directive to be sold in the European community.

We operate globally and are subject to significant risks in many jurisdictions, and our business, financial condition, and results of operations have been and may continue to be impacted by adverse global and regional economic conditions

These arrangements can generally be terminated with a limited notice.

In the first half of 2022, we have

If customers

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A significant portion of our aftermarket sales have historically been generated through CNH, which resells our aftermarket products through its dealer network.

Moving forward, as part of our Connect and Scale strategy, we will directly manage, and further build out, our independent dealer network to ensure better access, service, and support for our customers.

Our aftermarket solutions address both new equipment as well as equipment already in the field, and we will reach customers through these independent dealer partners, who are focused on selling the full portfolio of Trimble-branded precision agriculture solutions.

Aligned with this strategy, in February 2023, we gave CNH a 12-month notification that we will no longer be supplying aftermarket precision agriculture products to CNH for resale through the CNH dealer network.

We will continue to supply hardware to CNH for their factory installations.

While we do not expect this action to have a material effect on our revenues in 2023, there can be no assurance that our revenue from our independent dealer network will offset the reduction in revenue resulting from our discontinuance of sales of aftermarket products to CNH.

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In December 2022, we signed a definitive agreement to acquire Transporeon, a leading European cloud-based transportation management software platform.

The acquisition is expected to close in the first half of 2023.

We may not complete the acquisition of Transporeon within the time frame we anticipate or at all.

The completion of the acquisition of Transporeon is subject to certain closing conditions, including the receipt of merger control clearances in Austria, Germany, and Poland.

The failure to satisfy all the required conditions could delay or even prevent the acquisition from occurring at all.

If we consummate the acquisition of Transporeon, there is a risk that the desired benefits of the acquisition may not be fully realized or that we may fail to integrate the acquired assets as expected, which may negatively impact our business, financial condition, and results of operations.

We could also experience higher than expected transaction costs and business sale losses, which may adversely affect our business, financial condition, and results of operations.

[Table of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)

In addition, any future reductions in force or other restructuring intended to improve operational efficiencies and operating costs, may adversely affect our ability to attract and retain qualified personnel.

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Additionally, due to geopolitical tensions, such as the ongoing military conflict between Russia and Ukraine, we and our third-party vendors may be vulnerable to a heightened risk of cybersecurity attacks, phishing attacks, viruses, malware, ransomware, hacking or similar breaches and incidents from nation-state actors or affiliated actors, including attacks that could materially disrupt our systems and operations, supply chain, and ability to produce, sell, and distribute our products and services.

This has been and may

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may be subject to modification every two to three years by the World Radio Communication Conference.

Other countries have developed regional GNSS systems, such as India’s NavIC and Japan's QZSS, which we support in some products.

Geopolitical tensions between the United States and Russia and China could also result in the restriction of our usage of such satellite signals.

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In Europe, conflicting privacy policies are being pursued by the Commission, legislators and enforcement agencies.

New privacy laws may lack clarity and depend on regulators implementing further rules and guidance, which are often significantly delayed, such as in Brazil, China and the European Union.

The U.S. and European Union continue to pursue agreement on the governing basis for data transfers from the EU to the U.S. but have not yet adopted the EU-U.S. Data Privacy Framework.

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FCC and other national authorities for frequency-band usage.

In December 2022, in connection with our pending acquisition of Transporeon, we arranged to incur substantial new debt obligations including those arising under the following:

- a term loan credit agreement providing for an unsecured delayed draw term loan facility in the aggregate principal amount of $1.0 billion, comprised of commitments for a 3-year tranche in the amount of $500.0 million and a 5-year tranche in the amount of $500.0 million, and

- an amendment to our 2022 Credit Facility that made $600.0 million of the existing commitments under the Facility available for the pending acquisition of Transporeon and that increases our maximum permitted leverage ratio following the closing of the acquisition.

Prior to arranging the above two transactions, we had entered into a 364-day bridge facility commitment letter (the “Bridge Facility”) that provided for up to €1.88 billion of commitments for term loans to fund our acquisition of Transporeon.

The Bridge Facility was subsequently reduced to €500 million by the term loan credit agreement and the amended 2022 Credit Facility.

Our financial condition and results of operations have been and may continue to be impacted by the COVID-19 pandemic

Our overall performance depends upon domestic and worldwide economic and political conditions.

The global spread of COVID-19 continues to create volatility, uncertainty, and economic disruption.

The pandemic caused a slowdown in worldwide economic activity and is currently causing disruptions to global supply chains.

The COVID-19 pandemic continues to have widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices.

Despite the efforts to contain the pandemic, new variants of the virus are causing additional outbreaks.

The COVID-19 pandemic has impacted and may continue to impact our business operations, including our employees, customers, partners, and communities, and there is substantial uncertainty in the nature and degree of its continued effects over time.

The extent to which COVID-19 impacts our business, operations, and financial results will depend on numerous evolving factors that we are not able to accurately predict, including:

- the continuing economic impacts of the pandemic;

- governmental, business, and individuals’ actions that have been and continue to be taken in response to the pandemic;

- the effect on our customers and customer demand for and ability to pay for our products and services;

- restrictions or disruptions to transportation, including reduced availability of ground or air transport;

- continued disruption of the supply chain for our products;

- our ability to comply with financial covenants, including maintaining required leverage ratios, which could result in debt becoming due and payable prior to its stated maturity; and

- changes in our effective tax rate due to effects of COVID-19 on our geographic mix of earnings.

Some suppliers have prioritized the orders of larger customers and are focusing their investments in additional capacity on higher volume components.

As a result, we are making binding commitments with longer lead times and procuring components at higher prices, which may impact our flexibility to adapt to changing market conditions and product demand.

The severity of the disruptions is continuously changing so that the impact on our ability to meet demand for particular products varies over time, which creates substantial uncertainties in forecasting our financial results.

We expect these disruptions to impact our financial results.

We operate globally and are subject to significant risks in many jurisdictions

We could also experience higher than expected transaction costs and write-offs of significant amounts of goodwill.

The discovery of wide-scale cybersecurity intrusions into U.S. government and private company computer networks by alleged Russian state actors and the mobilization of large-scale cybercrime actors using ransomware and other techniques underscore the ongoing threat posed by sophisticated private and foreign state-sponsored attacks.

The number of these types of claims has increased in recent years.

Other countries, such as India, are in the process of creating their own GNSS systems, and we either have developed or will develop products that use GNSS signals from these systems.

These authorities may also adopt protectionist measures favoring national companies who make use of their GNSS systems, to the detriment of our products using the U.S. GPS system, which could harm our business, financial condition, and results of operations.

New privacy laws have come into effect in Brazil and New Zealand in 2020 and in China in 2021, and revisions of privacy laws are currently pending in countries like Canada and India.

practices and policies, increase the complexity of providing our products and services, and cause us to incur substantial costs in an effort to comply.

Although the majority of our sales are transacted in U.S. dollars, expenses may be paid in local currencies.

- political, economic, or social uncertainty;

Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and those listed under “Risks Factors.” This section of this [removed: Annual Report on Form 10-K] [added: report] generally discusses [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Discussions of [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] that are not included in this [removed: Annual Report on Form 10-K] [added: report] can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K, for the year ended [removed: January 1,] [added: December 31,] 2021.*

Further information on our business is presented in Part I, [Item 1, [removed: “Business”.](#i910039a6cb044dda869738d35f9a9309_19)][added: “Business”](#i33743bc37eaa4c9696676ec252553cfe_19) of this report.]

[removed: - Strategic acquisitions;][added: | Acquisitions | | | | | | | | | | | | 1 | | % |]

- [removed: Venture] [added: Strategic acquisitions and venture] fund investments; and

We continue to experience a shift toward a more significant mix of recurring revenue contracts, as demonstrated by our success in driving annualized recurring revenue (“ARR”) [added: of $1,603.7 million, which represents] growth of [removed: 9%] [added: 14%] year-over-year at the end of [removed: 2021.][added: 2022.]

[removed: Excluding] [added: Organic ARR refers to annualized recurring revenue excluding] the [removed: impact] [added: impacts] of [added: (i)] foreign currency [added: translation,] and [added: (ii)] acquisitions and [removed: divestitures, ARR organic growth was 12%.][added: divestitures.]

This shift [added: towards recurring revenue] has positively impacted our revenue mix and growth over time and is leading to improved visibility in our businesses.

For a full definition of [removed: ARR] [added: ARR, organic ARR, and organic revenue growth] as used in this discussion and analysis, refer to the [removed: “Supplemental] [added: [“Supplemental] Disclosure of Non-GAAP Financial Measures and Annualized Recurring [removed: Revenue”] [added: Revenue”](#i33743bc37eaa4c9696676ec252553cfe_79) found] later in this [removed: item] [added: Item] 7.

[Table of [removed: Contents](#i910039a6cb044dda869738d35f9a9309_13)][added: Contents](#i33743bc37eaa4c9696676ec252553cfe_13)]

Our accounting policies are more fully described in [removed: Note 1] [added: [Note 1](#i33743bc37eaa4c9696676ec252553cfe_118) [“](#i33743bc37eaa4c9696676ec252553cfe_118)[Description] of [added: Business and Accounting Policies](#i33743bc37eaa4c9696676ec252553cfe_118)[”](#i33743bc37eaa4c9696676ec252553cfe_118) of] this [removed: Annual Report on Form 10-K.][added: report.]

Judgment is required to determine stand-alone selling price (“SSP”) for each [removed: distinct] performance obligation.

[removed: We account for] [added: For] business [removed: combinations using] [added: combinations, we allocate] the [removed: acquisition method of accounting whereby certain identifiable] [added: purchase consideration to the] assets [removed: and] [added: acquired,] liabilities [removed: of the acquired business] [added: assumed,] and any noncontrolling interest [removed: in the acquiree are recorded at] [added: based on] their [removed: estimated] fair values [removed: as of] [added: at] the acquisition date.

Any purchase consideration in excess of the [removed: estimated] fair values of the net assets acquired is recorded as goodwill.

When determining the fair [removed: values of certain assets acquired, liabilities assumed, and noncontrolling interests in the acquiree,] [added: values,] we make significant estimates and assumptions, especially concerning intangible assets.

We evaluate goodwill on an annual basis [added: in our fourth quarter] or more frequently if indicators of potential impairment exist.

When performing [removed: the] [added: a] quantitative approach, we compare the reporting unit’s carrying amount, including goodwill, to the reporting unit's fair value.

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | Dollar Change | | | | | | % Change | | |

| *(In millions)* | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| Total revenue | | | $ | [removed: 3,659.1] [added: 3,676.3] | | | | | $ | [removed: 3,147.7] [added: 3,659.1] | | | | | | | | | | | $ | [removed: 511.4] [added: 17.2] | | | | | [removed: 16] [added: —] | | % |

| Gross margin | | | [removed: 2,034.7] [added: 2,105.6] | | | | | | [removed: 1,754.9] [added: 2,034.7] | | | | | | | | | | | | [removed: 279.8] [added: 70.9] | | | | | | [removed: 16] [added: 3] | | % |

| Gross margin as a % of revenue | | | [removed: 55.6] [added: 57.3] | | % | | | | [removed: 55.8] [added: 55.6] | | % | | | | | | | | | | | | | | | | | | |

| [removed: Operating income] [added: GAAP operating income:] | | | [removed: 561.0] | | | [added: 510.9] | | | [removed: 419.8] | | | | | | | | | [added: 561.0] | | | [removed: 141.2] | | | | | | [removed: 34] | | [removed: %] | [added: 419.8 | | | | | | | | | | | |]

| Operating income as a % of revenue | | | [removed: 15.3] [added: 13.9] | | % | | | | [removed: 13.3] [added: 15.3] | | % | | | | | | | | | | | | | | | | | | |

| Diluted earnings per share | | | $ | [removed: 1.94] [added: 1.80] | | | | | $ | [removed: 1.55] [added: 1.94] | | | | | | | | | | | $ | [removed: 0.39] [added: (0.14)] | | | | | [removed: 25] [added: (7)] | | % |

| Non-GAAP [removed: revenue (1)] [added: revenue:] | | | [added: | | |] $ | [removed: 3,659.4] [added: 3,676.3] | | | | | [added: | | | | | |] $ | [removed: 3,152.0] [added: 3,659.4] | | | | | | | | | | | $ | [removed: 507.4] [added: 3,152.0] | | | | | [removed: 16] | | [removed: %] | [added: | | |]

| Non-GAAP operating [removed: income (1)] [added: income:] | | | [removed: 857.0] | | | [added: $] | [added: 841.5] | | [removed: 719.6] | | | | | | | | | [added: $] | [added: 857.0] | | [removed: 137.4] | | | | | | [removed: 19] | | [removed: %] | [added: $ | 719.6 | | | | | | | | | | |]

| Non-GAAP operating income as a % of Non-GAAP revenue (1) | | | [removed: 23.4] [added: 22.9] | | % | | | | [removed: 22.8] [added: 23.4] | | % | | | | | | | | | | | | | | | | | | |

| Non-GAAP diluted earnings per share (1) | | | $ | [removed: 2.66] [added: 2.64] | | | | | $ | [removed: 2.23] [added: 2.66] | | | | | | | | | | | $ | [removed: 0.43] [added: (0.02)] | | | | | [removed: 19] [added: (1)] | | % |

| Annualized Recurring Revenue (“ARR”) (1) | | | $ | [removed: 1,409.1] [added: 1,603.7] | | | | | $ | [removed: 1,295.8] [added: 1,409.1] | | | | | | | | | | | $ | [removed: 113.3] [added: 194.6] | | | | | [removed: 9] [added: 14] | | % |

(1) Refer to [removed: “Supplemental] [added: [“Supplemental] Disclosure of Non-GAAP Financial Measures and Annualized Recurring [removed: Revenue”] [added: Revenue”](#i33743bc37eaa4c9696676ec252553cfe_79)] of this [removed: Annual Report on Form 10-K] [added: report] for definitions.

We use a 52–53 week fiscal year ending on the Friday nearest to December 31, which for [removed: 2021] [added: 2022] was December [removed: 31, 2021.][added: 30, 2022.]

Both [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] were 52–week years.

Year [removed: 2021] [added: 2022] Compared with Year [removed: 2020][added: 2021]

[removed: Service revenue was relatively flat, and] [added: Organic] subscription revenue increased primarily due to strong growth in Buildings and [removed: Infrastructure, and] [added: Infrastructure and,] to a lesser extent, [added: in] Resources and [removed: Utilities] [added: Utilities, Transportation,] and [removed: Geospatial, slightly offset by a decrease in Transportation.][added: Geospatial.]

During [removed: 2021,] [added: 2022,] sales to customers in North America represented [removed: 51%;] [added: 53%;] Europe represented [removed: 31%;] [added: 28%;] Asia Pacific represented [removed: 12%;] [added: 11%;] and the rest of world represented [removed: 6%] [added: 8%] of our total revenue.

No single customer accounted for 10% or more of our total revenue [added: or accounts receivable] in [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Gross margin as a percentage of total revenue [removed: shows a slight decrease mainly] [added: increased] due to [added: an] increased mix of [removed: hardware sales] [added: software] and [removed: increased supply chain costs, offset by] [added: subscription sales,] price [removed: increases] [added: increases,] and [removed: reduced discounting as well as] [added: to a lesser extent, divestitures of] lower [removed: intangibles amortization.][added: margin hardware centric businesses.]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | Dollar Change | | | | | | % Change | | | | | | | | |

| Research and development | | | $ | [removed: 536.6] [added: 542.1] | | | | | $ | [removed: 475.9] [added: 536.6] | | | | | | | | $ | [removed: 60.7] [added: 5.5] | | | | | [removed: 13] [added: 1] | | % | | | | | | |

ARR organic growth was 16%.

Throughout this [“Management’s Discussion and Analysis of Financial Condition and Results of Operations”](#i33743bc37eaa4c9696676ec252553cfe_61), we refer to organic revenue growth, which is a non-GAAP measure.

Impact of Recent Events on Our Business

Macroeconomic conditions, including geopolitical tensions, such as the ongoing military conflict between Russia and Ukraine and related sanctions, exchange rate and interest rate volatility, and inflationary pressures, will continue to evolve globally.

In the second half of 2022, our organic hardware sales growth and bookings moderated from slowing demand in some of our end markets served by our dealer channels and also from dealer inventories moving towards lower levels due to improved product lead times and macroeconomic concerns.

The greatest impact was a decline in Europe where the impacts of foreign currency exchange rates, the ongoing military conflict in Ukraine, and energy inflation were the greatest.

Supply Chain

Over the past year, we experienced inflationary cost increases for certain components of our hardware products due to supply chain disruptions resulting from parts and labor shortages and an increase in worldwide demand for components.

In response, we increased customer pricing to offset inflationary pressures.

In the second half of 2022, these cost pressures lessened as component supply became more readily available.

We expect these cost pressures will continue to diminish over time as supply chain conditions continue to normalize.

Additionally, over the past year, due to extended component lead times, we made binding commitments over a longer horizon for certain components.

This has impacted our working capital in the short term; however, we expect supply dynamics and customer demand to normalize over time.

Foreign Currency Fluctuations

We generate over half of our revenue from sales to customers outside of the U.S. In 2022, due to the strengthening of the U.S. dollar, year-over-year unfavorable foreign currency impacts on revenue and operating income were $114.1 million or 4% and $26.0 million or 5%.

Interest Rates Fluctuations

The global inflation rate has risen sharply, and interest rates are rising in an effort to curb inflation.

In addition to the negative impact macroeconomic conditions have had on our sales, we may experience higher borrowing costs on existing variable rate debt and future debt issuances, including financing related to the pending acquisition of Transporeon.

Ongoing Military Conflict in Ukraine

We are monitoring and responding to effects of the ongoing military conflict in Ukraine.

In the first quarter of 2022, we stopped selling to Russia and Belarus customers and wrote off uncollected customer receivables and inventory located in these countries, which was not material to our consolidated financial statements.

Total revenue associated with Russia and Belarus customers, either sold directly or indirectly through resellers or OEMs, was less than 2% of our total Company revenue for 2021.

We are focused on providing products and support to non-sanctioned Ukrainian customers and contributing to relief efforts.

Acquisitions and Divestitures

We acquire businesses that align with our long-term growth strategies including our strategic product roadmap and, conversely, we divest certain business that no longer fit those strategies.

In December 2022, we signed a definitive agreement to acquire Transporeon in an all-cash transaction valued at approximately €1.88 billion or $2.0 billion.

Transporeon, a Germany-based company, is a leading cloud-based transportation management software platform that connects key stakeholders across the industry lifecycle to positively impact the optimization of global supply chains, in alignment with our Connect and Scale strategy.

We believe the acquisition will advance our sustainability strategy by reducing under-utilized carrier capacity and “empty miles” and increase our international footprint and long-term Transportation opportunities.

The acquisition will be funded through a combination of cash on hand and debt.

We expect this acquisition to close in the first half of 2023, subject to customary closing conditions including the receipt of merger control clearances in Austria, Germany, and Poland.

Transporeon will be reported in our Transportation segment.

In 2022, we acquired two businesses, with total purchase consideration of $379.5 million.

In the aggregate, the acquired businesses contributed less than 1% of our total revenue during 2022.

In 2022, we divested six businesses with total proceeds of $226.3 million.

For 2021, the revenue and operating income for these divested businesses were approximately $201.7 million and $33.0 million.

For additional discussion of acquisitions and divestitures, refer to [Note 3 “Acquisitions and Divestitures”](#i33743bc37eaa4c9696676ec252553cfe_127) of this report.

[Table of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)

To determine whether goodwill is impaired, we first assess qualitative factors.

Qualitative factors include but are not limited to macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, or other relevant company-specific events.

If it is determined more likely than not that the fair value of a goodwill reporting unit is less than its carrying amount, we perform a quantitative analysis.

Our software, recurring revenue, and services represented 55% of total revenue for 2021.

Additionally, in August 2021, we announced a newly formed strategic venture fund.

Through this fund, we expect to invest up to $200 million in early- to growth-stage companies that can accelerate innovation and effectively bring new solutions to our customers and industry.

Impact of COVID-19 and supply chain constraints on our business

COVID-19 and variant impacts, especially related to global supply chain disruptions and parts and labor shortages, and increased worldwide demand for certain components, continued to impact our business and operations.

We are experiencing extended delivery times for certain components of our hardware products and increased freight costs.

As a result, we are making binding commitments with longer lead times and procuring components at higher prices, which may impact our flexibility to adapt to changing market conditions and product demand.

Currently, we expect these challenging supply chain conditions to persist in the near term.

Therefore, we will continue to experience delays in shipping our products and increased costs, which may reduce our revenue and gross margin and continue to increase our backlog.

Our 2021 results of operations reflect significant revenue improvement as the overall impact of COVID-19 was less pronounced.

As a result of COVID-19, the year-to-year comparison of 2020 to 2021 reflects significant distortions in growth rates as our business rebounded in 2021.

See “1A.

Risk Factors” for further discussion of the possible impact of the COVID-19 pandemic and its resulting effects on our business.

Acquisition-related expenses and related restructuring costs are expensed as incurred.

We utilize either a qualitative or quantitative approach to assess the likelihood of impairment on the first day of the fourth quarter.

When performing the qualitative approach, we consider macroeconomic conditions, industry and market considerations, overall financial performance, and other relevant events and factors that may impact the reporting units.

Intangible assets acquired individually, with a group of other assets, or in a business combination are recorded at fair value.

Our intangible assets are amortized over the period of estimated benefit using the straight-line method over the estimated useful life, which ranges from three to ten years and has a weighted-average useful life of approximately seven years.

We write off fully amortized intangible assets when those assets are no longer used.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Product | | | $ | 2,247.5 | | | | | $ | 1,828.0 | | | | | | | | | | | $ | 419.5 | | | | | 23 | | % |

| Service | | | 649.4 | | | | | | 644.8 | | | | | | | | | | | | 4.6 | | | | | | 1 | | % |

| Subscription | | | 762.2 | | | | | | 674.9 | | | | | | | | | | | | 87.3 | | | | | | 13 | | % |

Despite supply constraints and increases in our backlog, revenue increased due to strong demand for our hardware and related software, as compared with reduced demand due to the impacts of COVID-19 lockdowns in the prior year, and strong recovery in 2021 in markets across major regions.

Growth in subscription sales in many of our software businesses continued to remain strong.

Price increases, which went into effect in the second half of the year, and reduced discounting had a slighter impact on revenue growth for the year.

Product revenue increased due to strong hardware and related software sales in Geospatial, Resources and Utilities, and Buildings and Infrastructure.

To a lesser extent, Transportation sales also contributed to growth.

No single customer accounted for 10% or more of our accounts receivable at the end of 2021 and 2020.

Gross margin increased primarily due to strong revenue growth.

Operating income and operating income as a percentage of total revenue increased primarily due to strong revenue growth in Buildings and Infrastructure, Geospatial, and Resources and Utilities, partially offset by a decrease in Transportation, as well as relative operating expense containment in all segments.

| Total | | | $ | 1,412.5 | | | | | $ | 1,243.8 | | | | | | | | $ | 168.7 | | | | | 14 | | % | | | | | | |

As a result of COVID-19 impacts, the year-to-year comparison of 2020 to 2021 reflects distortions in expense growth rates as our expenses normalized in 2021, with the biggest impact due to higher incentive compensation, including bonuses and stock-based compensation, particularly in G&A.

R&D expense increased primarily due to higher compensation expense, including incentive compensation.

G&A expense increased primarily due to higher compensation expense, including incentive compensation, and to a lesser extent, higher consulting and legal fees.

| Other income, net | | | 41.3 | | | | | | 13.4 | | | | | | | | | | | | 27.9 | | | | | | 208 | | % |

In 2021, non-operating income increased primarily due to recognition of gains from the sale of businesses included in Other income, net, and to a lesser extent, lower interest costs associated with a decrease in our outstanding debt.

Previously in December 2020, also as a result of a Netherlands tax law change that increased Netherlands statutory tax rate from 21.7% to 25.0%, effective January 1, 2021, we recorded a one-time tax benefit of $64.0 million in 2020 due to the revaluation of the Netherlands deferred tax assets.

Revenue increased primarily due to strong demand for our civil construction hardware and related software and from strong recovery in markets across major regions, including strong residential construction and infrastructure spend.

We are exposed to market risk due to the possibility of changing interest rates under our credit [removed: facilities.][added: facilities, including the 2022 Credit Facility, 2022 Term Loan Credit Agreement, and the Bridge Facility.]

We may borrow funds under the [removed: 2018] [added: 2022] Credit Facility [added: and uncommitted facilities] in U.S. Dollars, Euros, or in certain other agreed currencies as described in [removed: Note 6] [added: [Note 7 “Debt”](#i33743bc37eaa4c9696676ec252553cfe_136)] of this [removed: Annual Report on Form 10‑K.][added: report.]

At the end of [removed: 2021,] [added: 2022,] we had [removed: one £55.0 million,] two $75.0 million, [removed: and] one €100.0 [added: million, and one £55.0] million revolving credit facilities, which are uncommitted.

In [removed: 2021,] [added: 2022,] revenue and operating income were [removed: favorably] [added: unfavorably] impacted by foreign currency exchange rates by [removed: $43.8] [added: $114.1] million and [removed: $4.3] [added: $26.0] million.

We enter into foreign currency forward contracts to minimize the short-term impact of foreign currency exchange rate fluctuations on cash, debt, and certain trade and intercompany receivables and payables, primarily denominated in Euro, New Zealand Dollars, [removed: Canadian Dollars, British Pound, and] Brazilian [removed: Real.][added: Real, and Canadian Dollars.]

[removed: These instruments] [added: Our foreign currency contracts] are marked-to-market through earnings every period and generally range [added: in maturity] from one to two [added: months, or from four to six] months [removed: in maturity.][added: for acquisitions.]

We do not enter into foreign currency [removed: forward] contracts for trading purposes.

Foreign currency [removed: forward] contracts outstanding at the end of [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] are summarized as follows:

| | | | At the End of [removed: 2021] [added: 2022] | | | | | | | | | | | | At the End of [removed: 2020] [added: 2021] | | | | | | | | |

| Purchased | | | $ | [removed: (107.5)] [added: (77.9)] | | | | | $ | [removed: 0.1] [added: —] | | | | | $ | [removed: (99.4)] [added: (107.5)] | | | | | $ | [removed: 0.9] [added: 0.1] | |

| Sold | | | $ | [removed: 183.6] [added: 130.6] | | | | | $ | [removed: (0.2)] [added: 0.2] | | | | | $ | [removed: 52.0] [added: 183.6] | | | | | $ | [removed: (0.5)] [added: (0.2)] | |

[Table of [removed: Contents](#i910039a6cb044dda869738d35f9a9309_13)][added: Contents](#i33743bc37eaa4c9696676ec252553cfe_13)]

| [Consolidated Balance [removed: Sheets](#i910039a6cb044dda869738d35f9a9309_58)] [added: Sheets](#i33743bc37eaa4c9696676ec252553cfe_91)] | | | [removed: [46](#i910039a6cb044dda869738d35f9a9309_58)] [added: [52](#i33743bc37eaa4c9696676ec252553cfe_91)] | | |

| [Consolidated Statements of [removed: Income](#i910039a6cb044dda869738d35f9a9309_64)] [added: Income](#i33743bc37eaa4c9696676ec252553cfe_97)] | | | [removed: [47](#i910039a6cb044dda869738d35f9a9309_64)] [added: [53](#i33743bc37eaa4c9696676ec252553cfe_97)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i910039a6cb044dda869738d35f9a9309_67)] [added: Income](#i33743bc37eaa4c9696676ec252553cfe_100)] | | | [removed: [48](#i910039a6cb044dda869738d35f9a9309_67)] [added: [54](#i33743bc37eaa4c9696676ec252553cfe_100)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i910039a6cb044dda869738d35f9a9309_73)] [added: Equity](#i33743bc37eaa4c9696676ec252553cfe_106)] | | | [removed: [49](#i910039a6cb044dda869738d35f9a9309_73)] [added: [55](#i33743bc37eaa4c9696676ec252553cfe_106)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i910039a6cb044dda869738d35f9a9309_79)] [added: Flows](#i33743bc37eaa4c9696676ec252553cfe_112)] | | | [removed: [50](#i910039a6cb044dda869738d35f9a9309_79)] [added: [56](#i33743bc37eaa4c9696676ec252553cfe_112)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i910039a6cb044dda869738d35f9a9309_82)] [added: Statements](#i33743bc37eaa4c9696676ec252553cfe_115)] | | | [removed: [51](#i910039a6cb044dda869738d35f9a9309_82)] [added: [57](#i33743bc37eaa4c9696676ec252553cfe_115)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i910039a6cb044dda869738d35f9a9309_136)] [added: Firm](#i33743bc37eaa4c9696676ec252553cfe_163)] (PCAOB ID: 42) | | | [removed: [71](#i910039a6cb044dda869738d35f9a9309_136)] [added: [77](#i33743bc37eaa4c9696676ec252553cfe_163)] | | |

At the end of 2022, $225.0 million was outstanding under the 2022 Credit Facility.

We expect to issue fixed-rate debt in the first half of 2023 as part of the pending acquisition of Transporeon and to refinance existing debt.

To minimize interest rate fluctuations, in December 2022, we entered into a contract to offset the changes in the price of U.S. Treasury Notes with an original maturity of 10 years for the period commencing on the contract date and ending May 31, 2023 (“Treasury Rate Lock”).

The Treasury Rate Lock is marked-to-market each period through other comprehensive income until the debt is issued, and the effective interest rate method is applied.

The nominal amount is $400 million, and the fair value at the end of 2022 is $7.2 million.

While not predictive, a hypothetical 50 basis point increase or decrease in the 10-year U.S. Treasury rate as of December 30, 2022 would change the fair value of the Treasury Rate Lock by $16.5 million.

Additionally, in December 2022, we entered into a foreign currency exchange rate contract to minimize foreign currency fluctuations on the €1.88 billion or $2.0 billion pending acquisition of Transporeon.

| Foreign currency exchange contract related to acquisition | | | $ | 1,999.4 | | | | | $ | 10.4 | | | | | $ | — | | | | | $ | — | |

While not predictive, a hypothetical 5% decrease in the Euro as of December 30, 2022 would change the fair value of the foreign currency exchange contract related to the pending acquisition of Transporeon by $68 million.

[Table of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)

[Table of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)

Our 2018 Credit Facility includes a five-year revolving loan facility with a maturity date of May 2023.

At the end of 2021, we do not have any outstanding balance on our revolving credit facilities.

We occasionally enter into foreign currency forward contracts to hedge the purchase price of some of our larger business acquisitions.

Trimble Inc. (“Trimble” or “the Company” or “we” or “our” or “us”) is a leading [removed: provider of] technology solutions [added: provider] that [removed: enable professionals] [added: enables office] and [removed: field] mobile [removed: workers] [added: professionals] to [removed: improve or transform] [added: connect] their [removed: work processes] [added: workflows] and [added: asset lifecycles to] drive a more [added: productive,] sustainable future.

[removed: Our comprehensive work process solutions are used across a range] [added: We innovate at the intersection] of [added: the digital and physical worlds with solutions that span the world’s foundational] industries including [removed: architecture, building construction,] [added: building,] civil [removed: engineering,] [added: and infrastructure construction,] geospatial, survey and mapping, agriculture, natural resources, utilities, transportation, and government.

[removed: Our representative customers include construction] [added: We exist to empower our customers: asset] owners, [removed: contractors, engineering] [added: general] and [removed: construction firms, surveying companies, farmers] [added: specialty contractors, engineers] and [added: designers, surveyors,] agricultural [removed: companies,] [added: companies and farmers,] energy and utility companies, trucking [removed: companies,] [added: companies] and [added: drivers, as well as] state, federal, and municipal governments.

[removed: Positive] [added: Productivity and] sustainability [removed: impacts] are [removed: woven] [added: at the heart of who we are—woven] into our [removed: work, realized both] [added: work] internally and through our [removed: customers'] [added: customers’] application of our [removed: technology.][added: technologies.]

We focus on integrating our [removed: broad technological and] [added: software] application [added: and cloud] capabilities to create vertically-focused, [removed: system-level] [added: system-wide] solutions that transform how work is [removed: done within the industries we serve.][added: done.]

The integration of sensors, software, [removed: connectivity,] [added: hardware,] and [removed: information] [added: data] in our portfolio gives us [removed: the] [added: a] unique ability to provide [removed: an information model specific] [added: detailed insights for our customers] to [removed: the customer’s workflow.][added: improve their specific workflows.]

In agriculture, we continue to develop [removed: “Connected Farm”] [added: connected farm] solutions to optimize operations [removed: across the agriculture workflow.][added: for agricultural production and protection.]

[removed: In long haul trucking,] [added: Meanwhile,] our [removed: “Connected Supply Chain”] [added: connected supply chain] solutions provide transportation companies [added: and their drivers] with tools to enhance fuel efficiency, safety, transparency, and sustainability [removed: through] [added: throughout their] connected [removed: vehicles and fleets across the enterprise.][added: fleets.]

[removed: Software is a] [added: Connected software applications and cloud platform services are] key [removed: element for] [added: elements of] our solutions and [removed: accounts] [added: account] for a steadily increasing portion of our business.

[removed: Our software products and services range] [added: Ranging] from [removed: embedded] [added: embedded,] real-time firmware to [removed: application] software that integrates [removed: field] data with large-scale enterprise back-office [removed: applications.][added: systems, many of our solutions are extensible and can be tailored by users for customized business processes and workflows.]

[removed: Our] [added: Trimble] software capabilities include extensive three-dimensional (“3D”) modeling, analysis, [removed: and design solutions; design and data preparation software; BIM software; enterprise resource] planning and [removed: project management solutions; cloud-based collaboration solutions; applications for advanced surveying, data collection, and analysis for farm productivity solutions; fleet management] [added: design] solutions [removed: for transportation;] as well as a large suite of domain-specific software applications used across [removed: a host of] industries including agriculture, construction, [added: geospatial,] utilities, and transportation.

Our software is sold as [removed: perpetual or term licenses] [added: perpetual, term,] or [removed: as a] subscription and can be [removed: delivered] [added: provisioned] for [removed: on-premise installation or in a] [added: on-premise, and increasingly,] hosted [removed: environment] as Software as a Service (“SaaS”).

Our [removed: subscription-based offerings are also increasingly being extended into] [added: tiered subscription] offerings [removed: that] [added: can] include both hardware and software, providing a complete customer solution [removed: together] with [removed: customer] technology assurance as new generations of hardware become available.

We are extending [removed: these offerings] [added: our capabilities] to run [removed: across diverse environments, including cloud] [added: in multi-cloud] environments, [removed: and we will continue to focus on] [added: while] delivering our [removed: differential] [added: unique] value [removed: in providing] [added: via] domain-specific workflows and [removed: enhancing] lifecycle management [removed: across] [added: in] our target industries.

Our software [added: enhances a broad range of other] products [added: and systems to] allow our customers to optimize their work [removed: processes for] [added: toward] targeted [removed: outcomes, improve their productivity, and gain insight into their projects] [added: outcomes] and [removed: operations to enhance] [added: improve] their decision-making and [removed: to gain maximum benefit from a broad range of other Trimble products and systems.][added: productivity.]

[Table of [removed: Contents](#i910039a6cb044dda869738d35f9a9309_13)][added: Contents](#i33743bc37eaa4c9696676ec252553cfe_13)]

Our global operations include major [added: research,] development, manufacturing, [removed: or] [added: and] logistics operations in the United States, the Netherlands, India, Germany, Finland, Canada, New Zealand, the United Kingdom, and Sweden.

[removed: The] [added: ◦The] first element, Connect, aims to connect more customer workflows, industry [removed: life cycles,] [added: lifecycles,] and solution offerings, so that we can continue to transform the way our customers work.

Cloud enablement raises the bar with shared, on-demand services that empower network participants to proactively contribute to organic value creation and [removed: delivery] [added: delivery,] directly and with fewer intermediaries.

[removed: The] [added: ◦The] second element, Scale, aims to invest in the people, processes, and technologies that are necessary to streamline and standardize our internal processes, provide a seamless experience for our customers as they engage with our connected solutions, and enable us to continue to grow our business efficiently and effectively for many years into the future.

[removed: We currently have distribution channels in over 85 countries, and sales] [added: Sales] are supported by our own offices located in [removed: over] [added: approximately] 40 countries around the world.

[removed: These go-to-market capabilities include independent dealers, joint ventures, original equipment manufacturers (“OEM”), and] distribution alliances with key partners, [removed: such as CNH Industrial, Caterpillar,] [added: including Caterpillar] and Nikon, as well as direct sales to end users, which provide us with broad market reach and localization capabilities to effectively serve our markets.

[removed: - *Strategic acquisitions.*] [added: *•Strategic acquisitions and venture fund investments.*] Organic growth continues to be our primary focus, while acquisitions serve to enhance our market position.

[removed: - *Venture fund investments.* In 2021, we announced a newly] [added: We also] formed [added: a] strategic venture [removed: fund.][added: fund in 2021 (“Trimble Ventures”).]

[removed: - *Sustainability.*] [added: *•Sustainability.*] The global economy is experiencing a fundamental shift toward sustainability driven through broad stakeholder engagement, with a focus on decarbonization.

Historically, through delivering productivity and efficiency gains, Trimble products have delivered sustainability for our customers, and we envision more opportunities to deliver expanded carbon reductions and other sustainability benefits, such as water management in agriculture and [removed: utilities, for our customers through our Connect and Scale and the other strategies we have described.][added: utilities.]

For further financial information about our segments, see [removed: Note 5 to the Consolidated Financial Statements in] [added: [Note 6](#i33743bc37eaa4c9696676ec252553cfe_133) [“](#i33743bc37eaa4c9696676ec252553cfe_133)[Reporting Segment and Geographic Information](#i33743bc37eaa4c9696676ec252553cfe_133)[”](#i33743bc37eaa4c9696676ec252553cfe_133) of] this [removed: Annual Report on Form 10-K.][added: report.]

The Buildings and Infrastructure segment primarily serves customers working in architecture, engineering, construction, [removed: and operations] [added: design, asset management, operations,] and maintenance.

Within this segment, our most substantial product portfolios are focused on building [removed: construction] and civil engineering [added: construction, design, capital planning,] and [removed: construction.][added: asset management.]

*Building Construction.* Our building construction portfolio of solutions for the residential, commercial, and industrial building industry spans the entire [removed: life cycle] [added: lifecycle] of a building and is used by construction owners, architects, designers, general contractors, sub-contractors, and engineers.

The suite of technologies and solutions we provide to the building industry includes program management solutions for construction owners including software for 3D conceptual design and modeling; BIM software that is used in design, engineering, and construction; enterprise resource planning, project management, and project collaboration for general contractors; [added: and] advanced integrated site layout and measurement [removed: systems;] [added: systems,] cost [removed: estimating; scheduling;] [added: estimating, scheduling,] and project controls solutions for contractors.

*Civil Engineering [added: Construction] and [removed: Construction.*] [added: Asset Management.*] Our civil engineering and construction portfolio spans the lifecycle of civil infrastructure assets from feasibility and capital budgeting, to planning and design, to construction, through to long-term operation and maintenance.

Our technological suite is employed across the entire project [removed: life cycle] [added: lifecycle] to improve productivity, reduce waste and re-work, including reduced carbon emissions, and enable more informed decision making through enhanced situational awareness, data flow, data-driven insights and decision support, and project collaboration.

We also sell many of our software solutions through our own direct sales [removed: force.][added: force, to asset owners and clients, contractors, sub-contractors, and consulting engineers.]

As we extend our software and services offerings to cover the full set of construction [removed: life cycle] [added: lifecycle] management solutions used by construction owners, designers, and construction companies, we increasingly compete with large established companies that offer similar systems across all industries.

Within this [removed: segment] [added: segment,] our most substantial product portfolios are focused on surveying and geospatial and geographic information systems (“GIS”).

Our suite of solutions includes field-based data collection systems and field software, real time [removed: communications systems, and back-office software for data processing, modeling, monitoring, reporting, and analysis.]

Our precision agriculture solutions can assist farmers throughout every step of their farming process beginning with land preparation and continuing through the planting, nutrient, pest management, [added: water management,] and harvesting phases of a crop cycle.

We use multiple distribution approaches to access the [added: mixed fleet] agricultural market including independent dealers and direct selling to enterprise accounts.

Our enterprise transportation management system automates business processes spanning the entire surface transportation [removed: life cycle] [added: lifecycle] for shippers, carriers and intermediaries, delivering visibility, control, and decision support for the intricate relationships and complex processes involved in the movement of freight.

With a focus on the industries that feed, build, and move the world, the comprehensive depth and breadth of our solutions is transforming the way the world works, making it easier for Trimble customers to focus on what matters—getting the job done right.

The state of the world today requires us to step up with an accelerated focus on our strategic approach to manage the environmental, social, and governance (“ESG”) aspects of our business.

These efforts will make us a better, more resilient company and motivate us to create greater sustainability solutions for the customers and stakeholders we serve.

Our solutions provide customers with the ability to improve their work quality while being safe, efficient, and sustainable.

More than that, our products enable reduced environmental impact in our markets, ranging from reduced greenhouse gas (“GHG”) emissions to improved water stewardship.

Today’s work requires solutions for an interconnected world, no matter the industry.

Trimble offers a diverse range of coherent capabilities that connect applications, data, workflows, and mobile technologies to more efficiently orchestrate work, often in mixed fleet environments.

Our advanced positioning and autonomous guidance capabilities enable increased precision with large equipment, such as tractors and bulldozers.

We offer integrated systems that track and manage fleets of vehicles, improve the driver experience, and provide real-time logistical analytics and insights back to the office.

Our connected reality capture systems enable the management of large amounts of geo-referenced information, and our software solutions connect all aspects of a fleet, a farm, or a lane, while our collaborative building information modeling (“BIM”) solutions are used throughout the design, build, and operation of the built environment.

Our strategy is centered on the concept of open industry clouds and underlying common data environments as the nucleus of our connected solutions, allowing all stakeholders to collaborate and make decisions based on the same information.

In construction, we connect teams across the design, build, and operational phases of a project.

For example, our flagship design and construction platform solution,Trimble Connect, enables entire project teams to collaborate in real-time between the office and the field to make efficient decisions around the same data-rich design model.

And, our recently released Trimble Construction Cloud includes capabilities such as a connected data environment for online collaboration, the ability to author unique workflows that connect the digital and physical worlds, and the power to dynamically orchestrate design coordination in the cloud from wherever project stakeholders may be.

Meanwhile in our Transportation business, the Trimble Transportation Cloud, for example, provides shippers and carriers with the critical information they need to make more informed bid and contract award decisions.

Our patent portfolio is continuously updated with new patent grants that emerge from our investments in research and development.

These go-to-market capabilities include independent dealers, joint ventures, original equipment manufacturers (“OEM”), and

[Table of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)

In December 2022, we signed a definitive agreement to acquire Transporeon valued at approximately €1.88 billion or $2.0 billion, which is expected to close in the first half of 2023, subject to regulatory approvals.

Transporeon, a Germany-based company, is a leading cloud-based transportation management software platform that connects key stakeholders across the industry lifecycle to positively impact the optimization of global supply chains, in alignment with our Connect and Scale strategy.

We believe the acquisition will advance our sustainability strategy by reducing under-utilized carrier capacity and “empty miles” and increase our international footprint and long-term Transportation opportunities.

To date, we have invested a total of $20.5 million in early stage companies.

During 2022, we announced a number of new developments including: (i) the Trimble Construction Cloud powered by Microsoft Azure, an industry cloud to streamline construction projects by connecting project teams, data, workflows, processes, and stakeholders, further enhancing our Trimble Construction One commercial offering, (ii) the launch of WinEst Essentials, a new cloud-hosted estimating subscription that facilitates an end-to-end workflow for general contractors, (iii) Trimble Connect2Fab, a web-based application within the Trimble Connect collaboration platform that enables a seamless connection

[Table of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)

between design and fabrication workflows for mechanical, electrical, and plumbing (“MEP”) contractors and the Project MEP solution for greater efficiency, collaboration, and visibility across projects, (iv) the FieldLink MR mixed-reality solution for construction layout and the new Trimble Ri robotic total station for construction layout, and (v) in partnership with the Hilti Group, we announced a data integration between Trimble’s Viewpoint Vista ERP and Hilti’s ON!Track asset management system to streamline tool tracking and job allocation for contractors.

During 2022, we announced a number of developments, including: (i) the acquisition of B2W Software, a leading provider of estimating and operations solutions for the heavy civil construction industry, (ii) the industry’s first automated horizontal steering control for soil compactors, which represents a step toward our autonomous vision, (iii) the Trimble Roadworks paving control platform for asphalt compactors, which enables operators to accurately control the compaction process, (iv) the availability of additional mixed-fleet systems, including a Trimble Ready factory option for new ABI GmbH piling and drilling machines, and (v) the availability of the Trimble Groundworks machine control system for piling machines as a factory option on Junttan Oy foundation machines.

[Table of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)

communications systems, and back-office software for data processing, modeling, monitoring, reporting, and analysis.

During 2022, we announced a number of new developments, including: (i) the introduction of the scalable and configurable Trimble R780 GNSS Modular Receiver that includes our industry-leading ProPoint engine and tilt technology, (ii) the launch of the newest addition to our scanning portfolio, the Trimble X12 3D laser scanning system, and (iii) the introduction of the Trimble TDC650 handheld data collector for mapping professionals.

Additionally, we delivered multiple feature releases in our powerful Trimble Business Center office software, adding productivity gains through improved connectivity, simplicity, and efficiency enhancements for survey and construction professionals.

During 2022, we announced a number of new developments, including: (i) the acquisition of Bilberry, a selective spray technology company, and (ii) an investment in Sabanto, an autonomous farming-as-a-service company, through Trimble

[Table of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)

Ventures.

Lastly, we launched our next generation agriculture displays (GFX-1060 and GFX-1260), which provide improved performance and connectivity for in-field operations.

A significant portion of our aftermarket sales have historically been generated through CNH Industrial (“CNH”), which resells our aftermarket products through its dealer network.

Moving forward, as part of our Connect and Scale strategy, we will directly manage, and further build out, our independent dealer network to ensure better access, service, and support for our customers.

Our aftermarket solutions address both new equipment as well as equipment already in the field, and we will reach customers through these independent dealer partners, who are focused on selling the full portfolio of Trimble-branded precision agriculture solutions.

Aligned with this strategy, in February 2023, we gave CNH a 12-month notification that we will no longer supply aftermarket precision agriculture products to CNH for resale through the CNH dealer network.

We will continue to supply hardware to CNH for their factory installations.

While we do not expect this action to have a material effect on our revenues in 2023, there can be no assurance that our revenue from our independent dealer network will offset the reduction in revenue resulting from our discontinuance of sales of aftermarket products to CNH.

For more than 40 years, sustainability has been at the heart of who we are as a company.

Ensuring a sustainable future is one of the defining issues of our generation, and current realities require even more accelerated focus and stepped-up ambitions for our strategic approach and process for managing the material environmental, social, and governance (“ESG”) aspects of our business.

We believe our efforts will make us a better and more resilient company positioned to take on our most pressing environmental and social issues while creating even greater benefits for the customers and stakeholders we serve in the months and years to come.

We transform the way the world works by delivering products and services that connect the physical and digital worlds.

Core technologies used in positioning, modeling, connectivity, and data analytics enable customers to improve productivity, quality, safety, and sustainability.

Our products are sold based on return on investment and provide benefits such as lower operational costs, higher productivity, improved quality, enhanced safety and regulatory compliance, and reduced environmental impact, ranging from reduced greenhouse gas emissions (GHG) to reduced water use.

Our representative products include equipment that automates and enables increased precision within large industrial machines such as tractors and bulldozers; integrated systems that track and manage fleets of vehicles and workers and provide real-time information and analytics to the back-office; data collection systems that enable the management of large amounts of geo-referenced information; software solutions that connect all aspects of a construction site or a farm; and building information modeling (“BIM”) software that is used throughout the design, build, and operation of buildings.

Our strategy incorporates a platform strategy, which we are executing in part by partnering to build ecosystems to better serve our customers.

For example, in construction, our strategy is centered on the concept of a “constructible model” that is at the center of our “Connected Construction” solutions, which provide real-time, connected, and cohesive information environments for the design, build, and operational phases of construction projects.

Many of our software solutions are built on configurable and enterprise-grade scalable platforms that can be tailored to the workflows that our customers follow to implement their customized business processes.

Many of our products integrate real-time positioning or location technologies with wireless communications and software or information technologies.

Information about location or position is transmitted via a wireless link to a domain-specific software application, which enhances the productivity of the worker, asset, or work process.

Position is provided through a number of technologies including the U.S. Global Positioning System (“GPS”), other Global Navigation Satellite Systems (“GNSS”) and their augmentation systems, and systems that use laser, optical, inertial, or other technologies to establish real-time position.

Integration of wireless communications in our solutions facilitates real-time data flow, communication, and situational awareness within sites and between work sites or vehicles and offices.

During 2021, we announced new developments in several of our software offerings, including: (i) the release of Tekla 2021 Structural BIM software solutions, which include new software features and enhancements to power data-driven, collaborative, and connected workflows across all project phases, (ii) the introduction of Trimble Construction OneTM, a connected, cloud-based construction management platform, (iii) the formation of a strategic partnership with Microsoft to drive digital transformation across industries, and (iv) collaboration with One Click LCA to add an embodied carbon assessment tool into Tekla Structures to help customers understand the carbon from the materials they use and help them optimize among early design choices.

During 2021, we announced a number of developments, including: (i) the availability of Trimble civil construction field software globally on a subscription basis, giving contractors the ability to implement and scale Trimble's machine control and construction surveying solutions more easily and with no large up-front costs, (ii) the availability of a new version of Trimble Earthworks Grade Control Platform, which includes support for soil compactors, and (iii) the introduction of Siteworks SE Starter Edition, which is an entry-level, easy-to-use construction surveying software solution.

During 2021, we announced a number of new developments, including: (i) the introduction of the Trimble R750 GNSS Modular Receiver, a connected base station for use in civil construction, geospatial, and agricultural applications, (ii) the launch of the Trimble DA2 GNSS receiver for the Trimble Catalyst® positioning service, (iii) the introduction of the MX50 mobile mapping system for asset management and mapping, (iv) the introduction of the Trimble SX12 Scanning Total Station, which is the next iteration of our 3D scanning total station, and (v) the introduction of the FOCUS 50 high-performance robotic total station under the Spectra brand.

As of 2021, we also offer our key software packages: Trimble Business Center for the office and Trimble Access for the field both offered under term and perpetual licenses, which provides our customers flexible options.

During 2021, we announced a number of new developments, including: (i) significant enhancements to the Trimble Centerpoint RTX correction service, giving farmers the ease of use of the satellite-delivered corrections and RTK horizontal performance in less time, and (ii) a collaboration with HORSCH focused on developing solutions that enable autonomy in agriculture with the goal of building a future for autonomous machines and workflows in the industry.

A significant portion of our sales are through CNH Industrial and affiliated dealer networks.

Our distributors provide a premier level of technical expertise, customer service and support capabilities, and operate with a strategy that fosters technology interoperability in mixed fleets used on a farm.

Our distributors are committed to providing reliable, responsive, and dedicated in-field service and support as well as creating a hassle-free experience for the grower and their advisors when implementing advanced technology solutions.

They also provide training to help farmers and advisors gain a better understanding of how to use the technology in a way that best meets their needs.

During 2021, we announced a number of new developments, including: (i) our eDriver Logs electronic logging device (“ELD”) software was certified to comply with the technical requirements of the Canadian ELD mandate, (ii) technical enhancements were made to ELDs to address U.S. markets, and (iii) a new strategic relationship with Procter & Gamble was formed to enhance how shippers and carriers partner during the transportation procurement process.

We anticipate these conditions will continue to impact our financial results during 2022.

Our current contract with Flex Ltd. continues in effect until either party gives the other ninety days written notice.

For further information on our five pillars and other ESG-related matters, see our Sustainability Report available on our website.

Solutions: Since 1978, our industry-specific solutions have helped customers achieve economic breakthroughs while enhancing safety, boosting compliance, and reducing environmental impact—from feeding the growing global population and moving the goods of commerce to next-generation building and infrastructure.

Our solutions enable greater accuracy, reduction of rework, and increased efficiency, thus yielding fuel savings.

At the same time, we believe there are characteristics that unite us, centered on a growth mindset.

Communities: We strive to contribute to our communities in a myriad of ways through the Trimble Foundation Fund, nonprofit and non-governmental organization (“NGO”) partners, and other philanthropic efforts.

In addition, we invest in aspiring professionals via our Education and Outreach Programs that aim to create a diverse next-gen workforce equipped and empowered to transform the construction, geospatial, and agriculture industries.

These programs do so by providing Trimble technology labs, visiting industry lecturers and mentors, academic research funding, student scholarships, and other resources to promote professional skill development and career opportunities.

Environment: As a global company, we accept and embrace our responsibility to steward our environment and use our ambition and know-how to solve looming issues that give rise to new opportunities.

We have established a complete greenhouse gas emissions inventory across Scope 1, 2, and 3, and we have set science-based targets that are currently under review by the Science Based Targets Initiative.

Our Green Team, an employee-led group, applies our passion for sustainability to raising awareness and facilitating positive environmental changes within the company and in our communities.

Governance: We adhere to sound corporate governance principles, ethics, and compliance in all aspects of our business.

A company’s culture describes how people behave in the work environment and is closely tied to leadership.

Four out of our eleven board members are female or ethnically diverse, placing us in a select group of companies.

This includes having the vast majority of our employees work from home, while implementing additional safety measures for employees continuing critical on-site work.

For the fiscal year ended December [removed: 31, 2021][added: 30, 2022]

Registrant’s telephone number, including area code: [removed: (408) 481-8000][added: (720) 887-6100]

As of July [removed: 2, 2021,] [added: 1, 2022,] the aggregate market value of the common stock held by non-affiliates of the registrant was approximately [removed: $20.7] [added: $14.3] billion based on the closing price as reported on the NASDAQ Global Select Market.

| Class | | | | | | Outstanding at February [removed: 18, 2022] [added: 14, 2023] | | | | | |

| Common stock, $0.001 par value | | | | | | [removed: 251,215,563] [added: 246,951,697] | | | shares | | |

Certain parts of Trimble Inc. Proxy Statement relating to the annual meeting of stockholders to be held on [removed: May 25, 2022] [added: June 1, 2023] (the “Proxy Statement”) are incorporated by reference into Part III of this [removed: Annual Report on Form 10-K.][added: report.]

This [removed: Annual Report on Form 10-K] [added: report] 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.

- [removed: the] impact of the COVID-19 pandemic, including upon global or local macroeconomic conditions, our results of operations, and estimates or judgments;

- our belief that our cash and cash equivalents, together with borrowings under the commitments for our credit facilities and senior notes, will be sufficient [added: in the foreseeable future] to meet our anticipated operating cash needs, debt service, and planned capital [removed: expenditures for the foreseeable future;][added: expenditures;]

- any anticipated benefits to us from our [removed: acquisitions] [added: acquisitions, including the pending Transporeon acquisition,] and our ability to successfully integrate the acquired businesses;

- fluctuations in [removed: interest rates and] foreign currency exchange rates;

- our ability to convert backlog to [removed: revenue.][added: revenue;]

Discussions containing such forward-looking statements may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this [removed: Annual Report on Form 10-K.][added: report.]

These forward-looking statements are made as of the date of this [removed: Annual Report on Form 10-K.][added: report.]

We reserve the right to update these statements for any reason, including the occurrence of material events, but assume no duty to [removed: update these statements to reflect subsequent events.]

[Table of [removed: Contents](#i910039a6cb044dda869738d35f9a9309_13)][added: Contents](#i33743bc37eaa4c9696676ec252553cfe_13)]

[removed: 2021] [added: 2022] FORM 10-K ANNUAL REPORT

| Item 1 | | | [removed: [Business](#i910039a6cb044dda869738d35f9a9309_19)] [added: [Business](#i33743bc37eaa4c9696676ec252553cfe_19)] | | | [removed: [5](#i910039a6cb044dda869738d35f9a9309_19)] [added: [6](#i33743bc37eaa4c9696676ec252553cfe_19)] | | |

| Item 1A | | | [Risk [removed: Factors](#i910039a6cb044dda869738d35f9a9309_22)] [added: Factors](#i33743bc37eaa4c9696676ec252553cfe_22)] | | | [removed: [17](#i910039a6cb044dda869738d35f9a9309_22)] [added: [18](#i33743bc37eaa4c9696676ec252553cfe_22)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#i910039a6cb044dda869738d35f9a9309_25)] [added: Comments](#i33743bc37eaa4c9696676ec252553cfe_40)] | | | [removed: [29](#i910039a6cb044dda869738d35f9a9309_25)] [added: [31](#i33743bc37eaa4c9696676ec252553cfe_40)] | | |

| Item 2 | | | [removed: [Properties](#i910039a6cb044dda869738d35f9a9309_28)] [added: [Properties](#i33743bc37eaa4c9696676ec252553cfe_43)] | | | [removed: [29](#i910039a6cb044dda869738d35f9a9309_28)] [added: [31](#i33743bc37eaa4c9696676ec252553cfe_43)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#i910039a6cb044dda869738d35f9a9309_31)] [added: Proceedings](#i33743bc37eaa4c9696676ec252553cfe_46)] | | | [removed: [29](#i910039a6cb044dda869738d35f9a9309_31)] [added: [31](#i33743bc37eaa4c9696676ec252553cfe_46)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#i910039a6cb044dda869738d35f9a9309_34)] [added: Disclosures](#i33743bc37eaa4c9696676ec252553cfe_49)] | | | [removed: [29](#i910039a6cb044dda869738d35f9a9309_34)] [added: [31](#i33743bc37eaa4c9696676ec252553cfe_49)] | | |

| Item 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i910039a6cb044dda869738d35f9a9309_40)] [added: Securities](#i33743bc37eaa4c9696676ec252553cfe_55)] | | | [removed: [30](#i910039a6cb044dda869738d35f9a9309_40)] [added: [32](#i33743bc37eaa4c9696676ec252553cfe_55)] | | |

| Item 6 | | | [removed: [Reserved](#i910039a6cb044dda869738d35f9a9309_43)] [added: [Reserved](#i33743bc37eaa4c9696676ec252553cfe_58)] | | | [removed: [31](#i910039a6cb044dda869738d35f9a9309_43)] [added: [33](#i33743bc37eaa4c9696676ec252553cfe_58)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i910039a6cb044dda869738d35f9a9309_46)] [added: Operations](#i33743bc37eaa4c9696676ec252553cfe_61)] | | | [removed: [32](#i910039a6cb044dda869738d35f9a9309_46)] [added: [34](#i33743bc37eaa4c9696676ec252553cfe_61)] | | |

| Item 7A | | | [Quantitative and Qualitative [removed: Disclosures about] [added: Disclosure](#i33743bc37eaa4c9696676ec252553cfe_82)[s](#i33743bc37eaa4c9696676ec252553cfe_82) [about] Market [removed: Risk](#i910039a6cb044dda869738d35f9a9309_49)] [added: Risk](#i33743bc37eaa4c9696676ec252553cfe_82)] | | | [removed: [44](#i910039a6cb044dda869738d35f9a9309_49)] [added: [49](#i33743bc37eaa4c9696676ec252553cfe_82)] | | |

| Item 8 | | | [Financial Statements and Supplementary [removed: Data](#i910039a6cb044dda869738d35f9a9309_55)] [added: Data](#i33743bc37eaa4c9696676ec252553cfe_88)] | | | [removed: [46](#i910039a6cb044dda869738d35f9a9309_55)] [added: [52](#i33743bc37eaa4c9696676ec252553cfe_88)] | | |

| Item 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i910039a6cb044dda869738d35f9a9309_139)] [added: Disclosure](#i33743bc37eaa4c9696676ec252553cfe_166)] | | | [removed: [74](#i910039a6cb044dda869738d35f9a9309_139)] [added: [80](#i33743bc37eaa4c9696676ec252553cfe_166)] | | |

| Item 9A | | | [Controls and [removed: Procedures](#i910039a6cb044dda869738d35f9a9309_142)] [added: Procedures](#i33743bc37eaa4c9696676ec252553cfe_169)] | | | [removed: [74](#i910039a6cb044dda869738d35f9a9309_142)] [added: [80](#i33743bc37eaa4c9696676ec252553cfe_169)] | | |

| Item 9B | | | [Other [removed: Information](#i910039a6cb044dda869738d35f9a9309_145)] [added: Information](#i33743bc37eaa4c9696676ec252553cfe_172)] | | | [removed: [74](#i910039a6cb044dda869738d35f9a9309_145)] [added: [80](#i33743bc37eaa4c9696676ec252553cfe_172)] | | |

| Item 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i910039a6cb044dda869738d35f9a9309_1821)] [added: Inspections](#i33743bc37eaa4c9696676ec252553cfe_175)] | | | [removed: [74](#i910039a6cb044dda869738d35f9a9309_1821)] [added: [80](#i33743bc37eaa4c9696676ec252553cfe_175)] | | |

| Item 10 | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i910039a6cb044dda869738d35f9a9309_151)] [added: Governance](#i33743bc37eaa4c9696676ec252553cfe_181)] | | | [removed: [75](#i910039a6cb044dda869738d35f9a9309_151)] [added: [81](#i33743bc37eaa4c9696676ec252553cfe_181)] | | |

| Item 11 | | | [Executive [removed: Compensation](#i910039a6cb044dda869738d35f9a9309_154)] [added: Compensation](#i33743bc37eaa4c9696676ec252553cfe_184)] | | | [removed: [75](#i910039a6cb044dda869738d35f9a9309_154)] [added: [81](#i33743bc37eaa4c9696676ec252553cfe_184)] | | |

| Item 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i910039a6cb044dda869738d35f9a9309_157)] [added: Matters](#i33743bc37eaa4c9696676ec252553cfe_187)] | | | [removed: [75](#i910039a6cb044dda869738d35f9a9309_157)] [added: [81](#i33743bc37eaa4c9696676ec252553cfe_187)] | | |

| Item 13 | | | [Certain Relationships, Related Transactions, and Director [removed: Independence](#i910039a6cb044dda869738d35f9a9309_160)] [added: Independence](#i33743bc37eaa4c9696676ec252553cfe_190)] | | | [removed: [75](#i910039a6cb044dda869738d35f9a9309_160)] [added: [81](#i33743bc37eaa4c9696676ec252553cfe_190)] | | |

| Item 14 | | | [Principal Accountant Fees and [removed: Services](#i910039a6cb044dda869738d35f9a9309_163)] [added: Services](#i33743bc37eaa4c9696676ec252553cfe_193)] | | | [removed: [75](#i910039a6cb044dda869738d35f9a9309_163)] [added: [81](#i33743bc37eaa4c9696676ec252553cfe_193)] | | |

| Item 15 | | | [Exhibits and Financial Statement [removed: Schedules](#i910039a6cb044dda869738d35f9a9309_169)] [added: Schedules](#i33743bc37eaa4c9696676ec252553cfe_199)] | | | [removed: [76](#i910039a6cb044dda869738d35f9a9309_169)] [added: [82](#i33743bc37eaa4c9696676ec252553cfe_199)] | | |

| Item 16 | | | [Form 10-K [removed: Summary](#i910039a6cb044dda869738d35f9a9309_172)] [added: Summary](#i33743bc37eaa4c9696676ec252553cfe_202)] | | | [removed: [76](#i910039a6cb044dda869738d35f9a9309_172)] [added: [82](#i33743bc37eaa4c9696676ec252553cfe_202)] | | |

10368 Westmoor Dr, Westminster, CO

80021

- potential weakness and uncertainties in the US and global macroeconomic outlook, including slowing growth, inflationary pressures, and increases in interest rates, which may affect demand for our products and services and adversely affect our results of operations;

- potential impact of volatility and conflict in the political and economic environment, including the ongoing military conflict between Russia and Ukraine and related sanctions and the direct and indirect impact on our business;

- the pace at which our dealers work through their inventory;

- our belief that inflationary cost pressures will diminish over time as supply chain conditions continue to normalize;

- our ability to complete, on a timely basis or at all, the pending Transporeon acquisition, a leading cloud-based transportation management software platform;

- the impact of indebtedness we have or expect to incur in connection with the pending acquisition of Transporeon on our results of operations and financial condition;

- our commitments to environmental, social, and governance matters.

update these statements to reflect subsequent events.

[Table of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)

| | | | [Signatures](#i33743bc37eaa4c9696676ec252553cfe_208) | | | [85](#i33743bc37eaa4c9696676ec252553cfe_208) | | |

[Table of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)

935 Stewart Drive, Sunnyvale, CA

94085

- supply chain shortages and disruptions resulting in increased costs and reduced revenue;

- changes in global macroeconomic conditions;

| | | | [Signatures](#i910039a6cb044dda869738d35f9a9309_178) | | | [79](#i910039a6cb044dda869738d35f9a9309_178) | | |

Our corporate headquarters is located in [removed: Sunnyvale, California] [added: Westminster, Colorado] where we [removed: lease] [added: own] approximately [removed: 139] [added: 250] thousand square feet.

We also currently own approximately [removed: 316] [added: 500] thousand square feet in Dayton, [removed: Ohio, and 250 thousand square feet in Westminster, Colorado.][added: Ohio.]

For financial information regarding leases, refer to [removed: Note 7] [added: [Note 8 “Leases”](#i33743bc37eaa4c9696676ec252553cfe_142)] of this [removed: Annual Report on Form 10-K.][added: report.]

[Table of [removed: Contents](#i910039a6cb044dda869738d35f9a9309_13)][added: Contents](#i33743bc37eaa4c9696676ec252553cfe_13)]

Our common stock trades on NASDAQ under the symbol “TRMB.” The following graph compares the cumulative five-year total return provided stockholders on our common stock relative to the cumulative total returns of the S&P 500 Index, the S&P 500 Information Technology Index, [added: and] the S&P 500 Industrials [removed: Index, and the NASDAQ Composite] Index.

An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each of the indexes on December 31, [removed: 2016,] [added: 2017,] and its relative performance is tracked through December 31, [removed: 2021.][added: 2022.]

[removed: ][added: ]

[Table of [removed: Contents](#i910039a6cb044dda869738d35f9a9309_13)][added: Contents](#i33743bc37eaa4c9696676ec252553cfe_13)]

During [removed: 2021,] [added: 2022,] we repurchased approximately [removed: 2.1] [added: 6.0] million shares of common stock in open market purchases under [removed: our 2017 and] [added: the] 2021 Stock Repurchase Programs, at an average price of [removed: $85.75] [added: $65.90] per share, for a total of [removed: $180.0] [added: $394.7] million.

At the end of [removed: 2021,] [added: 2022,] the 2021 Stock Repurchase Program had remaining authorized funds of [removed: $610.0] [added: $215.3] million.

As of February [removed: 18, 2022,] [added: 14, 2023,] there were approximately [removed: 520] [added: 506] holders of record of our common stock.

We have not declared or paid any cash dividends on our common stock during any period for which financial information is provided in this [removed: Annual Report on Form 10-K.][added: report.]

There were no purchases of equity securities in the fourth quarter of 2022.

Our pending acquisition of Transporeon, for a cash purchase price of €1.88 billion or $2.0 billion, will be funded through a combination of cash on hand and debt and is expected to occur in the first half of 2023.

Because of the additional outstanding indebtedness we have and expect to incur in connection with the pending acquisition, we have temporarily discontinued share repurchases.

Trimble was added to the S&P 500 during 2021.

We also added the S&P 500 Industrials Index, as both S&P 500 Information Technology and S&P 500 Industrials provide a better comparison with Trimble’s stock than either index individually.

The following table provides information relating to our purchase of equity securities for the fourth quarter of 2021:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Program | | | | | | Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program | | | | | |

| October 2, 2021 – November 5, 2021 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 649,995,416 | | | | |

| November 6, 2021 – December 3, 2021 | | | | | | 459,372 | | | | | | $ | 87.08 | | | | | 459,372 | | | | | | $ | 610,000,115 | | | | |

| December 4, 2021 – December 31, 2021 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 610,000,115 | | | | |

| Total | | | | | | 459,372 | | | | | | | | | | | | 459,372 | | | | | | | | | | | |

[Table of [removed: Contents](#i910039a6cb044dda869738d35f9a9309_13)][added: Contents](#i33743bc37eaa4c9696676ec252553cfe_13)]

| At the End of Year | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Cash and cash equivalents | | | $ | [removed: 325.7] [added: 271.0] | | | | | $ | [removed: 237.7] [added: 325.7] | |

| Accounts receivable, net | | | [removed: 624.8] [added: 643.3] | | | | | | [removed: 620.5] [added: 624.8] | | |

| Inventories | | | [removed: 363.3] [added: 402.5] | | | | | | [removed: 301.7] [added: 363.3] | | |

| Other current assets | | | [removed: 136.8] [added: 201.4] | | | | | | [removed: 121.5] [added: 136.8] | | |

| Total current assets | | | [removed: 1,450.6] [added: 1,518.2] | | | | | | [removed: 1,281.4] [added: 1,450.6] | | |

| Property and equipment, net | | | [removed: 233.2] [added: 219.0] | | | | | | [removed: 251.8] [added: 233.2] | | |

| Operating lease right-of-use assets | | | [removed: 141.0] [added: 121.2] | | | | | | [removed: 128.9] [added: 141.0] | | |

| Goodwill | | | [removed: 3,981.5] [added: 4,137.9] | | | | | | [removed: 3,876.5] [added: 3,981.5] | | |

| Other purchased intangible assets, net | | | [removed: 506.6] [added: 498.1] | | | | | | [removed: 580.1] [added: 506.6] | | |

| Deferred income tax assets | | | [removed: 502.0] [added: 438.4] | | | | | | [removed: 510.2] [added: 502.0] | | |

| Other non-current assets | | | [removed: 284.7] [added: 336.2] | | | | | | [removed: 248.0] [added: 284.7] | | |

| Total assets | | | $ | [removed: 7,099.6] [added: 7,269.0] | | | | | $ | [removed: 6,876.9] [added: 7,099.6] | |

| Short-term debt | | | $ | [removed: —] [added: 300.0] | | | | | $ | [removed: 255.8] [added: —] | |

| Accounts payable | | | [removed: 207.3] [added: 175.5] | | | | | | [removed: 143.2] [added: 207.3] | | |

| Accrued compensation and benefits | | | [removed: 231.0] [added: 159.4] | | | | | | [removed: 166.8] [added: 231.0] | | |

| Deferred revenue | | | [removed: 548.8] [added: 639.1] | | | | | | [removed: 560.5] [added: 548.8] | | |

| Other current liabilities | | | [removed: 201.5] [added: 188.1] | | | | | | [removed: 185.0] [added: 201.5] | | |

| Total current liabilities | | | [removed: 1,188.6] [added: 1,462.1] | | | | | | [removed: 1,311.3] [added: 1,188.6] | | |

| Long-term debt | | | [removed: 1,293.2] [added: 1,220.0] | | | | | | [removed: 1,291.4] [added: 1,293.2] | | |

| Deferred revenue, non-current | | | [removed: 83.0] [added: 98.5] | | | | | | [removed: 53.3] [added: 83.0] | | |

| Deferred income tax liabilities | | | [removed: 263.1] [added: 157.8] | | | | | | [removed: 300.3] [added: 263.1] | | |

| Income taxes payable | | | [removed: 54.5] [added: 40.9] | | | | | | [removed: 62.2] [added: 54.5] | | |

| Operating lease liabilities | | | [removed: 121.4] [added: 105.1] | | | | | | [removed: 109.2] [added: 121.4] | | |

| Other non-current liabilities | | | [removed: 151.1] [added: 134.4] | | | | | | [removed: 150.6] [added: 151.1] | | |

| Total liabilities | | | [removed: 3,154.9] [added: 3,218.8] | | | | | | [removed: 3,278.3] [added: 3,154.9] | | |

| Commitments and contingencies (Note [removed: 8)] [added: 9)] | | | | | | | | | | | |

| Common stock, $0.001 par value; 360.0 shares authorized; [removed: 250.9] [added: 246.9] and [removed: 250.8] [added: 250.9] shares issued and outstanding at the end of [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: 0.3] [added: 0.2] | | | | | | 0.3 | | |

| Additional paid-in-capital | | | [removed: 1,935.6] [added: 2,054.9] | | | | | | [removed: 1,801.7] [added: 1,935.6] | | |

| Retained earnings | | | [removed: 2,170.5] [added: 2,230.0] | | | | | | [removed: 1,893.4] [added: 2,170.5] | | |

| Accumulated other comprehensive loss | | | [removed: (161.7)] [added: (234.9)] | | | | | | [removed: (98.5)] [added: (161.7)] | | |

| Total [removed: Trimble Inc. stockholders’] [added: stockholders'] equity | | | [removed: 3,944.7] [added: 4,050.2] | | | | | | [removed: 3,596.9] [added: 3,944.7] | | |

| Total liabilities and stockholders’ equity | | | $ | [removed: 7,099.6] [added: 7,269.0] | | | | | $ | [removed: 6,876.9] [added: 7,099.6] | |

[Table of [removed: Contents](#i910039a6cb044dda869738d35f9a9309_13)][added: Contents](#i33743bc37eaa4c9696676ec252553cfe_13)]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Product | | | $ | [removed: 2,247.5] [added: 2,152.0] | | | | | $ | [removed: 1,828.0] [added: 2,247.5] | | | | | $ | [removed: 1,934.8] [added: 1,828.0] | |

| Service | | | [removed: 649.4] [added: 641.3] | | | | | | [removed: 644.8] [added: 649.4] | | | | | | [removed: 686.2] [added: 644.8] | | |

| Subscription | | | [removed: 762.2] [added: 883.0] | | | | | | [removed: 674.9] [added: 762.2] | | | | | | [removed: 643.3] [added: 674.9] | | |

| Total revenue | | | [removed: 3,659.1] [added: 3,676.3] | | | | | | [removed: 3,147.7] [added: 3,659.1] | | | | | | [removed: 3,264.3] [added: 3,147.7] | | |

| Product | | | [removed: 1,090.1] [added: 1,046.1] | | | | | | [removed: 855.0] [added: 1,090.1] | | | | | | [removed: 939.4] [added: 855.0] | | |

| Divestitures gain, net | | | 99.0 | | | | | | 41.4 | | | | | | 13.1 | | |

| Other income (expense), net | | | (0.8) | | | | | | (0.1) | | | | | | 0.3 | | |

[Table of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)

| Other comprehensive income (loss), net of tax | | | | | | | | | | | | | | | | | |

| Foreign currency translation adjustments | | | (81.6) | | | | | | (64.0) | | | | | | 77.1 | | |

| Net change related to derivatives and other | | | 8.4 | | | | | | 0.8 | | | | | | 1.2 | | |

[Table of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)

| Net income | | | | | | | | | | | | | | | | | | | | | 449.7 | | | | | | | | | | | | 449.7 | | | | | | — | | | | | | 449.7 | | |

| Stock repurchases | | | (6.0) | | | | | | (0.1) | | | | | | (47.6) | | | | | | (347.0) | | | | | | — | | | | | | (394.7) | | | | | | — | | | | | | (394.7) | | |

| Balance at the end of 2022 | | | 246.9 | | | | | | $ | 0.2 | | | | | $ | 2,054.9 | | | | | $ | 2,230.0 | | | | | $ | (234.9) | | | | | $ | 4,050.2 | | | | | $ | — | | | | | $ | 4,050.2 | |

[Table of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Net income | | | $ | 449.7 | | | | | $ | 492.8 | | | | | $ | 390.6 | |

| Other, net | | | (25.0) | | | | | | 11.4 | | | | | | (0.6) | | |

[Table of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)

[Table of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)

[Table of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)

We allocate the fair value of purchase consideration to the assets acquired, liabilities assumed, and any noncontrolling interest based on their fair values at the acquisition date.

Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available.

To determine whether goodwill is impaired, we first assess qualitative factors.

Qualitative factors include but are not limited to macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, or other relevant company-specific events.

If it is determined more likely than not that the fair value of a goodwill reporting unit is less than its carrying amount, we perform a quantitative analysis.

Alternatively, we may bypass the qualitative assessment and perform a quantitative impairment test.

[Table of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)

[Table of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)

We occasionally enter into foreign currency contracts to minimize the impact of foreign currency fluctuations on the purchase price of pending acquisitions, including the fourth quarter of 2022 foreign currency contract for the €1.88 billion or $2.0 billion pending acquisition of Transporeon.

In the fourth quarter of 2022, in conjunction with the pending acquisition of Transporeon, we entered into a contract to offset the changes in the price of U.S. Treasury Notes with an original maturity of 10 years (“Treasury Rate Lock”).

The purpose of the Treasury Rate Lock is to minimize the impact of interest rate fluctuations on new fixed-rate debt expected to be issued in connection with this acquisition.

This derivative contract is accounted for as a cash flow hedge and is marked-to-market each period with gains or losses recorded through other comprehensive income.

Upon issuance of the debt, the derivative is settled, and the other comprehensive income is amortized as interest expense over the 10-year debt term by use of the effective interest rate method.

Recently issued Accounting Pronouncements not yet Adopted

There are no recently issued accounting pronouncements applicable or material to us not yet adopted.

There are no recently adopted accounting pronouncements.

[Table of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Net income attributable to Trimble Inc. | | | $ | 449.7 | | | | | $ | 492.7 | | | | | $ | 389.9 | |

| Antidilutive weighted-average shares (1) | | | 1.3 | | | | | | 0.1 | | | | | | 0.5 | | |

(1) Antidilutive stock-based awards are excluded from the calculation of diluted shares and diluted earnings per share because their impact would increase diluted earnings per share.

NOTE 3: ACQUISITIONS AND DIVESTITURES

Acquisitions

| Noncontrolling interests | | | — | | | | | | 1.7 | | |

| Total stockholders' equity | | | 3,944.7 | | | | | | 3,598.6 | | |

| Other income, net | | | 41.3 | | | | | | 13.4 | | | | | | 15.5 | | |

| Foreign currency translation adjustments, net of tax $1.0 in 2021, $0.5 in 2020, and $0.1 in 2019 | | | (64.0) | | | | | | 77.1 | | | | | | 10.3 | | |

| Net unrealized gain (loss), net of tax | | | 0.8 | | | | | | 1.2 | | | | | | (1.0) | | |

| Balance at the end of 2018 | | | 250.9 | | | | | | $ | 0.3 | | | | | $ | 1,591.9 | | | | | $ | 1,268.3 | | | | | $ | (186.1) | | | | | $ | 2,674.4 | | | | | $ | 0.4 | | | | | $ | 2,674.8 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 514.3 | | | | | | — | | | | | | 514.3 | | | | | | 0.2 | | | | | | 514.5 | | |

| Stock repurchases | | | (4.7) | | | | | | (0.1) | | | | | | (30.6) | | | | | | (149.1) | | | | | | — | | | | | | (179.8) | | | | | | — | | | | | | (179.8) | | |

| Noncontrolling interest investments | | | — | | | | | | — | | | | | | (0.8) | | | | | | — | | | | | | — | | | | | | (0.8) | | | | | | 0.8 | | | | | | — | | |

| Net proceeds from sale of property and equipment | | | 20.8 | | | | | | 0.4 | | | | | | 0.4 | | |

| Other, net | | | (9.4) | | | | | | (1.0) | | | | | | 13.6 | | |

Fiscal 2019 was a 53-week year ended on January 3, 2020.

In some contracts, products and professional services may be combined into a single performance obligation.

This generally arises when products or subscriptions are sold with significant customization, modification, or integration services.

Revenue for the combined performance is recognized over time as the work progresses because of the continuous transfer of control to the customer.

There was no impairment loss in relation to the costs capitalized for the periods presented.

We account for business combinations using the acquisition method of accounting whereby certain identifiable assets and liabilities of the acquired business and any noncontrolling interest in the acquiree are recorded at their estimated fair values as of the acquisition date.

We utilize either a qualitative or quantitative approach to assess the likelihood of impairment as of the first day of the fourth quarter.

When performing the qualitative approach, we consider macroeconomic conditions, industry and market considerations, overall financial performance, and other relevant events and factors that may impact the reporting units.

Actual future results may differ from those estimates.

Advertising and Promotional Costs

Advertising and promotional costs are expensed as incurred.

Advertising and promotional expense was approximately $31.6 million, $28.6 million, and $42.7 million, in 2021, 2020, and 2019.

We received third party funding of approximately $12.6 million, $16.3 million, and $16.5 million in 2021, 2020, and 2019.

We occasionally enter into foreign currency forward contracts to hedge the purchase price of some of our larger business acquisitions.

Income Taxes—Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued amendments to the accounting for Income Taxes to reduce complexity by removing certain exceptions and implementing targeted simplifications.

We adopted the new standard on a prospective basis at the beginning of 2021.

Business Combinations—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

In October 2021, the FASB issued amendments to improve, simplify, and provide consistency for recognition and measurement of acquired contract assets and contract liabilities from revenue contracts in a business combination.

The amendments require that an acquirer recognize and measure contract assets and contract liabilities under Topic 606, *Revenue from Contracts with Customers*, as if it had originated the contracts.

The amendments also allow for election of certain practical expedients, which are applied on an acquisition-by-acquisition basis.

The new accounting amendments are effective for the Company beginning in 2023 with prospective application.

Early adoption is permitted, including in any interim period, and if elected, the amendments are applied retrospectively for any acquisitions that occurred in the year of interim adoption.

We early adopted the guidance in the fourth quarter of 2021 retrospectively to all business combinations completed since the beginning of 2021.

Anti-dilutive stock-based awards excluded from the calculations of diluted EPS were immaterial during the periods presented.

The financial results have been included in our consolidated financial statements since the date of the acquisition.

The acquisitions were not significant individually or in the aggregate.

The largest acquisition was Kuebix, a transportation management system provider.

The largest acquisition was Cityworks, a company that provides enterprise asset management (EAM) software for utilities and local government.

We have excluded from our evaluation of the internal control over financial reporting the [removed: current year acquisition,] [added: businesses acquired in 2022,] which [removed: is] [added: are] included in the December [removed: 31, 2021] [added: 30, 2022] consolidated financial statements and constituted less than 1% of tangible assets and net assets, respectively, as of December [removed: 31, 2021,] [added: 30, 2022,] and less than 1% of revenue and net income, respectively, for the year then ended.

Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective at the end of [removed: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting at the end of [removed: 2021] [added: 2022] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included elsewhere herein.

During the fourth quarter of [removed: 2021,] [added: 2022,] there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Table of [removed: Contents](#i910039a6cb044dda869738d35f9a9309_13)][added: Contents](#i33743bc37eaa4c9696676ec252553cfe_13)]

The information required by this item relating to executive officers is set forth above in [Item 1 [removed: Business](#i910039a6cb044dda869738d35f9a9309_19)] [added: Business](#i33743bc37eaa4c9696676ec252553cfe_19)] Overview under the caption “Executive Officers.”

The contents of these websites are not intended to be incorporated by reference into this [removed: Annual Report on Form 10-K] [added: report] or in any other report or document we file or furnish with the SEC, and any reference to these websites are intended to be inactive textual references only.

[Table of [removed: Contents](#i910039a6cb044dda869738d35f9a9309_13)][added: Contents](#i33743bc37eaa4c9696676ec252553cfe_13)]

[removed: (a) (1)] [added: (1)] Financial Statements

| | | | Page in this [removed: Annual Report on Form 10-K] [added: Report] | | |

| [Consolidated Balance [removed: Sheets](#i910039a6cb044dda869738d35f9a9309_58)] [added: Sheets](#i33743bc37eaa4c9696676ec252553cfe_91)] | | | [removed: [46](#i910039a6cb044dda869738d35f9a9309_58)] [added: [52](#i33743bc37eaa4c9696676ec252553cfe_91)] | | |

| [Consolidated Statements of [removed: Income](#i910039a6cb044dda869738d35f9a9309_64)] [added: Income](#i33743bc37eaa4c9696676ec252553cfe_97)] | | | [removed: [47](#i910039a6cb044dda869738d35f9a9309_64)] [added: [53](#i33743bc37eaa4c9696676ec252553cfe_97)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i910039a6cb044dda869738d35f9a9309_67)] [added: Income](#i33743bc37eaa4c9696676ec252553cfe_100)] | | | [removed: [48](#i910039a6cb044dda869738d35f9a9309_67)] [added: [54](#i33743bc37eaa4c9696676ec252553cfe_100)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i910039a6cb044dda869738d35f9a9309_73)] [added: Equity](#i33743bc37eaa4c9696676ec252553cfe_106)] | | | [removed: [49](#i910039a6cb044dda869738d35f9a9309_73)] [added: [55](#i33743bc37eaa4c9696676ec252553cfe_106)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i910039a6cb044dda869738d35f9a9309_79)] [added: Flows](#i33743bc37eaa4c9696676ec252553cfe_112)] | | | [removed: [50](#i910039a6cb044dda869738d35f9a9309_79)] [added: [56](#i33743bc37eaa4c9696676ec252553cfe_112)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i910039a6cb044dda869738d35f9a9309_82)] [added: Statements](#i33743bc37eaa4c9696676ec252553cfe_115)] | | | [removed: [51](#i910039a6cb044dda869738d35f9a9309_82)] [added: [57](#i33743bc37eaa4c9696676ec252553cfe_115)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i910039a6cb044dda869738d35f9a9309_136)] [added: Firm](#i33743bc37eaa4c9696676ec252553cfe_163)] | | | [removed: [71](#i910039a6cb044dda869738d35f9a9309_136)] [added: [77](#i33743bc37eaa4c9696676ec252553cfe_163)] | | |

[removed: (2) Financial] [added: (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 [removed: Annual Report on Form 10-K.][added: report.]

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

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

[Table of [removed: Contents](#i910039a6cb044dda869738d35f9a9309_13)][added: Contents](#i33743bc37eaa4c9696676ec252553cfe_13)]

| 3.1 | | | [Certificate of Incorporation of Trimble Inc.](http://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 | | |

| 3.2 | | | [Amended and Restated By-Laws of Trimble Inc. (effective October 1, 2020)](https://www.sec.gov/Archives/edgar/data/864749/000086474920000134/bylaws2020-09x29.htm) | | | [removed: Exhibit] [added: Exh.] 3.1 to Form 8-K filed [removed: September] [added: Sep.] 30, 2020 | | |

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

| 4.2 | | | [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 | | |

| 4.3(A) | | | [Indenture, dated as of October 30, 2014, between the Company and U.S. Bank National Association](http://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 | | |

| 4.3(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)](http://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 | | |

| 4.3(C) | | | [Second Supplemental Indenture, dated October 1, 2016, [removed: between](http://www.sec.gov/Archives/edgar/data/864749/000134100416001666/ex4-2.htm) [the Company](http://www.sec.gov/Archives/edgar/data/864749/000134100416001666/ex4-2.htm) [and] [added: between the Company and] U.S. Bank National Association](http://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 | | |

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

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

| 10.1(B) | | | [First Amendment to Lease [removed: between](http://www.sec.gov/Archives/edgar/data/864749/000119312511050403/dex1023.htm) [the] [added: between the] Company [removed: and](http://www.sec.gov/Archives/edgar/data/864749/000119312511050403/dex1023.htm) [Carr] [added: and Carr] NP Properties, LLC](http://www.sec.gov/Archives/edgar/data/864749/000119312511050403/dex1023.htm) | | | [removed: Exhibit] [added: Exh.] 10.23 to Form 10-K filed [removed: March] [added: Mar.] 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) | | | [removed: Exhibit] [added: Exh.] 10.6 to Form 10-Q filed [removed: August] [added: Aug.] 8, 2017 | | |

| 10.2(A) | | | [Credit [removed: Agreement] [added: Agreement,] dated [removed: as of May 15, 2018] [added: March 24, 2022,] by and [removed: among](http://www.sec.gov/Archives/edgar/data/864749/000119312518165239/d589349dex101.htm) [the Company](http://www.sec.gov/Archives/edgar/data/864749/000119312518165239/d589349dex101.htm)[,] [added: among Trimble Inc.,] the borrowing subsidiaries [added: from time to time] party thereto, the lenders [added: from time to time] party 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] | | |

| [removed: 10.2(B)] [added: 10.2(D)] | | | [removed: [Extension and Amendment Agreement, dated May 4, 2020, amending] [added: [Amendment No. 1 to] Credit [removed: Agreement] [added: Agreement,] dated [removed: May 15, 2018, by and among](https://www.sec.gov/Archives/edgar/data/864749/000086474920000048/ex101creditagreementam.htm) [the Company](https://www.sec.gov/Archives/edgar/data/864749/000086474920000048/ex101creditagreementam.htm)[,] [added: as of December 27, 2022, entered into among Trimble Inc.,] the lenders party thereto and [removed: JPMorgan Chase Bank,] [added: Bank of America,] N.A., as administrative [removed: agent.](https://www.sec.gov/Archives/edgar/data/864749/000086474920000048/ex101creditagreementam.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/864749/000086474922000205/exhibit102-amendedcreditag.htm)] | | | [removed: Exhibit 10.1] [added: Exh. 10.2] to Form 8-K filed [removed: May 6, 2020] [added: Dec. 30, 2022] | | |

| 10.3+ | | | [Form of Indemnification Agreement between the Company and its officers and directors](http://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 | | |

| 10.4+ | | | [Board of Directors Compensation Policy as amended [removed: August 24, 2020](https://www.sec.gov/Archives/edgar/data/864749/000086474920000148/ex101directorcomppolicy.htm)] [added: February 22, 2022](https://www.sec.gov/Archives/edgar/data/864749/000086474922000048/boardofdirectorscompensati.htm)] | | | [removed: Exhibit] [added: Exh.] 10.1 to Form [removed: 10-Q] [added: 8-K] filed [removed: November 6, 2020] [added: Feb. 28, 2022] | | |

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

| 10.6+ | | | [Deferred Compensation Plan, as amended August 26, 2020](https://www.sec.gov/Archives/edgar/data/864749/000086474920000148/ex102deferredcompplan.htm) | | | [removed: Exhibit] [added: Exh.] 10.2 to Form 10-Q filed [removed: November] [added: Nov.] 6, 2020 | | |

| 10.7+ | | | [Age and Service Equity Vesting [removed: Pro](https://www.sec.gov/Archives/edgar/data/864749/000086474921000137/trmb-3rdq2021xex101.htm)[gram](https://www.sec.gov/Archives/edgar/data/864749/000086474921000137/trmb-3rdq2021xex101.htm)[,] [added: Program](https://www.sec.gov/Archives/edgar/data/864749/000086474921000137/trmb-3rdq2021xex101.htm)[,] as amended August 6, 2021](https://www.sec.gov/Archives/edgar/data/864749/000086474921000137/trmb-3rdq2021xex101.htm) | | | [removed: Exhibit] [added: Exh.] 10.1 to Form 10-Q filed [removed: November] [added: Nov.] 4, 2021 | | |

| 10.8(A)+ | | | [Employee Stock Purchase Plan, as amended March 13, 2017](http://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 | | |

| 10.8(B)+ | | | [Employee Stock Purchase Plan - Form of global subscription agreement](http://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 | | |

| 10.9(A)+ | | | [2002 Stock Plan, as amended April 6, 2020](https://www.sec.gov/Archives/edgar/data/864749/000086474920000039/trimble-2020proxystatement.htm) | | | [removed: Appendix] [added: App.] B of Form DEF 14A filed [removed: April] [added: Apr.] 15, 2020 | | |

| 10.9(B)+ | | | [2002 Stock Plan - Form of stock option agreement (U.S. directors)](http://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 | | |

| 10.9(C)+ | | | [2002 Stock Plan - Form of stock option agreement (non-U.S. directors)](http://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 | | |

| 10.9(D)+ | | | [2002 Stock Plan - Form of global stock option agreement (officers)](http://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 | | |

| 10.9(E)+ | | | [2002 Stock Plan - Form of global restricted stock unit award agreement](http://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 | | |

| 10.9(F)+ | | | [2002 Stock Plan - Form of global performance restricted stock unit award agreement](http://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 | | |

| 10.9(G)+ | | | [2002 Stock Plan - Form of global restricted stock unit award agreement (officers)](http://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 | | |

| 10.9(H)+ | | | [2002 Stock Plan - Form of global performance stock unit award agreement (Operating Income/Revenue)](http://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 | | |

| 10.9(I)+ | | | [2002 Stock Plan - Form of global performance stock unit award agreement (Total Stockholder Return)](http://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 | | |

| 10.9(J)+ | | | [2002 Stock Plan - Form of [removed: glob](http://www.sec.gov/Archives/edgar/data/864749/000086474919000132/trmb-2ndq2019xex101glo.htm)[al](http://www.sec.gov/Archives/edgar/data/864749/000086474919000132/trmb-2ndq2019xex101glo.htm) [performance](http://www.sec.gov/Archives/edgar/data/864749/000086474919000132/trmb-2ndq2019xex101glo.htm) [stock un](http://www.sec.gov/Archives/edgar/data/864749/000086474919000132/trmb-2ndq2019xex101glo.htm)[it] [added: global performance stock unit] award agreement (officers)](http://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 | | |

| 10.9(K)+ | | | [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 | | |

| 10.9(L)+ | | | [2002 Stock Plan - Form of performance stock unit award agreement (officers, TSR-based)](https://www.sec.gov/Archives/edgar/data/864749/000086474920000118/ex102formprsuofficers2.htm) | | | [removed: Exhibit] [added: Exh.] 10.2 to Form 10-Q filed [removed: August] [added: Aug.] 7, 2020 | | |

| 10.9(M)+ | | | [2002 Stock Plan - Form of performance stock unit award agreement (ARR-based)](https://www.sec.gov/Archives/edgar/data/864749/000086474921000109/trmb-2ndq2021xex101.htm) | | | [removed: Exhibit] [added: Exh.] 10.1 to Form 10-Q filed [removed: August] [added: Aug.] 9, 2021 | | |

| 10.9(N)+ | | | [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) | | | [removed: Exhibit] [added: Exh.] 10.2 to Form 10-Q filed [removed: August] [added: Aug.] 9, 2021 | | |

| 10.10+ | | | [Trimble OneBonus Plan Description](https://www.sec.gov/Archives/edgar/data/864749/000086474921000026/exh101top.htm) | | | [removed: Exhibit] [added: Exh.] 10.1 to Form 8-K filed [removed: February] [added: Feb.] 25, 2021 | | |