Trimble (TRMB) 10-K risk factor changes: FY2023 vs FY2022

We operate globally and are subject to significant risks in many jurisdictions, [removed: and our business, financial condition, and results of operations have been and may continue] [added: including risks related] to [removed: be impacted by] adverse [added: economic, political, regulatory, and other] global and regional [removed: economic] conditions

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

- the strength of the agricultural, [removed: engineering,] [added: engineering] and [removed: construction] [added: construction, and transportation] markets;

- differing employment practices and labor [removed: issues;][added: issues and the challenges and costs of staffing and managing a global workforce;]

- [removed: formal or informal] imposition of new [removed: or revised export and/or import] and [removed: doing-business regulations,] [added: changing trade barriers,] including trade sanctions, [added: duties,] tariffs, and import or export licensing [removed: requirements, which could be changed without notice;][added: requirements or restrictions;]

- ineffective legal protection of our IP rights in certain [removed: countries;][added: countries or difficulties procuring or enforcing our IP rights;]

- [removed: uncertain economic] [added: volatile geopolitical conditions, including significant regional military conflicts] and political [removed: conditions] [added: and economic instability,] in countries where we do business;

- local business and cultural factors that differ from our normal standards and [removed: practices;][added: practices, which can include longer payment cycles and difficulties in enforcing agreements and collecting receivables in certain foreign jurisdictions;]

- [removed: differing] regional responses and restrictions related to global [removed: pandemics, like the COVID-19 pandemic;] [added: pandemics;] and

- uncertainty regarding social, political, [added: including elections,] immigration, [added: tax,] and trade policies in the U.S. and abroad.

- compliance with [removed: changes in] [added: differing] local [removed: laws,] [added: laws and regulations,] including those relating to privacy, [removed: labor] [added: labor,] and local [removed: content.][added: content;]

[removed: These factors or any combination] [added: Any] of [removed: these] [added: the foregoing] factors could adversely affect our business, financial condition, and results of operations.

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

[Table [removed: of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)][added: of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)]

[removed: experienced disruption in our supply chain as a result of the effects of COVID-19 and the] [added: The] geopolitical conditions such as the ongoing military conflict [added: in the Middle East and] between Russia and Ukraine and related events and their impact on our suppliers and on international trade in general, [removed: leading] [added: have led] 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.

Lastly, due to supply chain issues, we [added: have in the past and] may [added: in the future] accumulate excess inventories if we inaccurately forecast demand for our [removed: products.][added: products, or if dealers are unable to work through their excess inventory.]

If we are unable to effectively integrate, streamline and manage our [removed: increasingly] diverse and complex businesses and operations, our ability to generate growth and revenue from new or existing customers may be adversely affected

Pursuant to our Connect and Scale strategy, we are investing substantial resources in integrating our product offerings and transitioning our businesses to common core services and systems [removed: in order] to achieve economies of scale, simplify our operations, and improve the customer experience.

These factors [removed: or a combination of these factors] could have an adverse impact on our business, financial condition, and results of operations.

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

An increasing portion of our revenue is generated through software maintenance and subscription revenue, which includes [removed: Software] [added: “Software] as a [removed: Service] [added: Service”] (“SaaS”) and new subscription services for integrated solutions.

Customer satisfaction with our services is affected by a variety of factors, [removed: including but not limited to] [added: such as] security, reliability, performance, concerns about data privacy, current subscription terms, customer preference, and industry adoption.

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

Market acceptance of such offerings is affected by a variety of factors, [removed: including but not limited to] [added: such as] security, reliability, performance, current license terms, customer preference and industry adoption, social/community engagement, customer concerns with entrusting a third party to store and manage their data, public concerns [removed: regarding privacy and the enactment of restrictive laws or regulations.]

We may not be able to [added: continue to] enter into or maintain important alliances and distribution relationships

We utilize dealer networks, including [removed: those affiliated] [added: dealers associated] with Caterpillar [removed: and CNH] to market, sell, and service many of our products.

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

[removed: Moving forward, as part] [added: Upon the closing] of [removed: our Connect and Scale strategy, we] [added: the proposed Trimble Ag JV Transaction, the JV] will directly [removed: manage, and further build out, our] [added: manage the] independent dealer network to ensure [removed: better] access, service, and support for [removed: our] [added: the agriculture] customers.

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

[removed: While we do not expect this action to have a material effect on our revenues in 2023, there can be no assurance that our] [added: Our] revenue from [removed: our] [added: the] independent dealer [removed: network will] [added: network, whether owned by us or the JV, might not] offset the reduction in revenue resulting from our discontinuance of sales of aftermarket products to CNH.

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 [removed: outcomes, which could adversely impact our business, financial conditions, and results of operations][added: outcomes]

[removed: Even if successfully negotiated and closed, acquisitions] [added: Acquisitions] may not yield expected synergies, may not [added: grow, scale, or] advance our business strategy as expected, may fall short of expected return-on-investment targets, or may not prove successful or effective for our business.

The [removed: acquisition] [added: proposed transaction] is expected to close in the first half of [removed: 2023.][added: 2024.]

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

In our software and subscription services businesses, we face competition from a group of large, well-established companies, particularly in the areas of [removed: design,] [added: design software,] enterprise resource planning [removed: (“ERP”),] [added: (“ERP”) solutions,] and collaboration and project management [removed: solutions.][added: offerings.]

These competitive developments may require us to rapidly adapt to technological and customer preference [removed: changes that we have not previously been exposed to,] [added: changes,] including those related to cloud computing, mobile devices, and new computing platforms.

Such competition has in the past resulted, and in the future may result, in price reductions, reduced margins, or loss of market share, any of which could decrease our revenue and growth [removed: rates or impair our operating results and financial condition.][added: rates.]

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

Our continued success depends, in part, on our ability to hire and retain qualified [removed: personnel and to] [added: personnel,] advance our corporate strategy, and preserve the key aspects of our corporate culture.

Our products are highly technical and may contain undetected errors, product defects, [removed: security vulnerabilities,] or [removed: software errors][added: security vulnerabilities]

- fluctuations in currency rates; and

Future disruptions could occur as a result of any number of events, such as:

- inflationary cost increases,

- increases in wages that drive up prices of labor,

- the imposition of new regulations, quotas or embargoes on components,

- a scarcity of, or significant increase in the price of, raw materials or 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,

- severe weather conditions or natural disasters,

- civil unrest, military conflicts, geopolitical developments, war or terrorism, and

- disruptions in utility and other services.

[Table of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

regarding privacy and the enactment of restrictive laws or regulations.

Additionally, we typically agree to provide certain transitional services and support when we divest a business, and we may face significant, unanticipated costs in providing such services.

For significant divestitures, these transitional services can take up considerable corporate resources and attention, which may then adversely affect our other businesses, operations, and results.

We have identified a material weakness in our internal control over financial reporting, and if our remediation of such material weakness is not effective, it could impact our ability to produce timely and accurate financial statements or comply with applicable laws and regulations.

[Table of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

As more fully disclosed in Part II, Item 9A, “Controls and Procedures,” we identified a material weakness in internal control over financial reporting for the fiscal year ended December 29, 2023.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In the course of preparing our consolidated financial statements as of and for the fiscal year ended December 29, 2023, we identified a material weakness related to the accounting for the Company’s business combination of Transporeon.

This included lack of appropriate oversight of third-party valuation specialists and insufficient design and operating effectiveness of management review controls, including controls over the completeness and accuracy of certain assumptions used in the valuation of acquired intangible assets.

Furthermore, there is a possibility that material misstatements to our future annual or interim financial statements will not be prevented or detected in a timely basis as a result of the identified material weakness.

Our management, under the oversight of the Audit Committee, is taking actions to implement our remediation plan as described more fully in Part II, Item 9A, “Controls and Procedures”.

Unless otherwise described herein, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded through testing that these controls are operating effectively.

We can give no assurance that additional material weaknesses will not arise in the future.

Any failure to remediate the material weakness, or the development of new material weaknesses in our internal control over financial reporting, could result in material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations, which in turn could have a negative impact on our financial condition, results of operations or cash flows, restrict our ability to access the capital markets, require significant resources to correct the material weaknesses or deficiencies, subject us to fines, penalties or judgments, harm our reputation or otherwise cause a decline in investor confidence and cause a decline in the market price of our stock.

The announced contribution of Trimble Ag to a newly formed JV, and the sale of a majority interest in the JV, are subject to substantial risks, including the possible inability to complete the transaction, failure to realize the intended benefits, unanticipated challenges, and other uncertainties.

In September 2023, we signed a definitive agreement to contribute our Trimble Ag business, excluding certain GNSS and guidance technologies, to a JV with AGCO, of which we will retain a 15% stake (the “Trimble Ag JV Transaction”).

The pending transaction may not be completed in accordance with announced plans, on the currently expected timeline, or at all, and the pending sale may be disruptive to our business operations and adversely affect our profitability.

In addition, the risks and uncertainties associated with the new JV include that (i) we may fail to realize the anticipated benefits of our noncontrolling stake in the JV, (ii) the closing of the proposed transaction is subject to conditions that may not be satisfied or may take longer to be satisfied than expected, (iii) the benefits from the long-term Supply Agreement, the Technology Transfer and License Agreement, the Trademark License Agreement, and the Transition Services Agreement with the JV will be dependent upon the JV’s ability to successfully develop and market products, (iv) unanticipated difficulties may arise in separating the precision agriculture business, (v) unanticipated factors may arise affecting the cost of operating the JV as a standalone business, (vi) we may be unable to successfully integrate AGCO's JCA Technologies business into the JV, (vii) the use of proceeds may be affected by market conditions and alternative uses that become more attractive over time, (viii) the development of technology synergies will depend on the level of research and development spending and the success of future innovation, and (ix) we may fail to obtain governmental or regulatory approval that may be required for the proposed transaction, or that, if such approval is obtained, the approval may be obtained subject to unexpected conditions.

[Table of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

In December 2023, we notified CNH that our OEM agreement to supply CNH with products for factory installation would terminate in 2024.

[Table of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

[Table of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

earthquakes, floods, fires, power loss, telecommunication failures, computer viruses, human error, and similar events or disruptions.

[Table of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

If a significant number of satellites were to become inoperable,

[Table of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

There is an inherent risk that political, diplomatic, or military events could result in trade disruptions, including tariffs, trade embargoes, export restrictions, and other trade barriers.

Given the geopolitical climate, there is uncertainty about the trade policies, treaties, government regulations, and tariffs that could apply to trade.

Risks associated with engaging in international business include:

- longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;

- difficulties and costs of staffing and managing international operations;

- differing local customer product preferences and requirements than our U.S. markets;

- difficulties protecting or procuring intellectual property rights; and

In the first half of 2022, we have

Future disruptions could occur as a result of any number of events, including, but not limited to, 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.

If 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.

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

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

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.

The COVID-19 pandemic has also heavily impacted the environment for attracting and managing employees, and our failure to successfully manage these changes and navigate transitions such as return to office could harm our ability to attract and retain the best talent.

This has been and may

This could have an adverse effect on our business, financial condition, and results of operations.

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

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.

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.

Because of the additional outstanding indebtedness we have and expect to incur, we have temporarily discontinued share repurchases.

Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied, and governmental tax authorities are increasingly scrutinizing the tax positions of companies.

As these and other tax laws and related regulations change, our financial results could be materially impacted.

Given the unpredictability of these possible changes and their potential interdependency, it is very difficult to assess whether the overall effect of such potential tax changes would be cumulatively positive or negative for our earnings and cash flow, but such changes could impact our financial results.

The volatility of our stock price could adversely affect an investment in our common stock

- global pandemics, like the COVID-19 pandemic; and

Any such fluctuations could adversely affect the market price of our common stock.

- regional responses and restrictions related to global pandemics, like the COVID-19 pandemic; and

Geopolitical risks, resulting from the Russia and Ukraine conflict, could result in increased market volatility and uncertainty, which could negatively impact our business, financial condition, and results of operations

In December 2022, we entered a definitive agreement to acquire Transporeon, a leading cloud-based transportation management software platform that is headquartered in Germany and has operations in Russia and Ukraine.

If the acquisition closes as expected, it is possible that the ongoing military conflict in Ukraine or related sanctions may limit the usage of Transporeon products, disrupt our employees (both within and outside of Ukraine, including nearby regions such as Poland), negatively impact the productivity of affected employees, or lead to claims against us for failure to fulfill our contractual obligations.

Future public health crises and epidemics could impact our international operations and sales

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 report generally discusses [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Discussions of [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] that are not included in this 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 December [removed: 31, 2021.*][added: 30, 2022.*]

Further information on our business is presented in Part I, [Item 1, [removed: “Business”](#i33743bc37eaa4c9696676ec252553cfe_19)] [added: “Business”](#id1873d0d3e774e6a8e3e1363725e4d58_22)] of this report.

- Domain knowledge and technological innovation that [removed: benefit] [added: benefits] a diverse customer base;

- Geographic expansion with [added: a] localization strategy;

- Strategic [removed: acquisitions] and [removed: venture fund] [added: targeted acquisitions, joint ventures, and] investments; and

We continue to experience a shift toward a more significant mix of recurring revenue [removed: contracts,] as demonstrated by our success in driving annualized recurring revenue (“ARR”) of [removed: $1,603.7] [added: $1,982.3] million, which represents growth of [removed: 14%] [added: 24%] year-over-year at the end of [removed: 2022.][added: 2023.]

[removed: ARR organic growth was 16%.][added: | Organic growth | | | | | | (8) | | % | | | | 13 | | % | | | | 1 | | % |]

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

As our solutions have expanded, our go-to-market model has also evolved with a balanced mix between direct, distribution, and OEM customers as well as [removed: an increasing number of enterprise level] [added: enterprise-level] customer relationships.

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

For a full definition of ARR, organic ARR, and organic revenue growth as used in this discussion and analysis, refer to the [“Supplemental Disclosure of Non-GAAP Financial Measures and Annualized Recurring [removed: Revenue”](#i33743bc37eaa4c9696676ec252553cfe_79)] [added: Revenue”](#id1873d0d3e774e6a8e3e1363725e4d58_121)] found later in this Item 7.

Macroeconomic conditions, including geopolitical tensions, such as the ongoing military [removed: conflict] [added: conflicts in the Middle East and] between Russia and Ukraine and related sanctions, exchange rate and interest rate volatility, and inflationary pressures, will continue to evolve globally.

[Table [removed: of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)][added: of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)]

[removed: Foreign Currency Fluctuations][added: | Foreign currency exchange | | | | | | | | | | | | — | | % |]

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

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

Transporeon [removed: will be] [added: is] reported in our Transportation segment.

The preparation of financial statements and related disclosures in conformity with U.S. [removed: generally accepted accounting principles (“GAAP”)] [added: GAAP] requires us to make judgments, assumptions, and estimates that affect the reported amounts of assets, liabilities, revenue, costs of sales, operating expenses, and related disclosures.

Our accounting policies are more fully described in [Note [removed: 1](#i33743bc37eaa4c9696676ec252553cfe_118) [“](#i33743bc37eaa4c9696676ec252553cfe_118)[Description] [added: 1 “Description] of Business and Accounting [removed: Policies](#i33743bc37eaa4c9696676ec252553cfe_118)[”](#i33743bc37eaa4c9696676ec252553cfe_118)] [added: Policies”](#id1873d0d3e774e6a8e3e1363725e4d58_1563)] of this report.

We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations; however, [removed: determining whether products or services are considered distinct performance obligations that should be accounted for separately versus together may sometimes require significant judgment.]

Critical estimates when valuing intangible assets include expected future cash flows based on consideration of [removed: future] [added: revenue and revenue] growth rates and margins, customer attrition rates, future changes in technology and brand awareness, loyalty and position, and discount rates.

| | | | [removed: 2022 | | | | | | 2021] [added: 2023] | | | | | | [added: 2022] | | | | | | Dollar Change | | | | | | % Change | | |

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

| Revenue: | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| Total revenue | | | $ | [removed: 3,676.3] [added: 3,798.7] | | | | | $ | [removed: 3,659.1 | | | | | |] [added: 3,676.3] | | | | | $ | [removed: 17.2] [added: 122.4] | | | | | [removed: —] [added: 3%] | | [removed: %] |

| [removed: Gross margin | | | 2,105.6 | | | | | | 2,034.7] [added: GROSS MARGIN:] | | | | | | | | | | | | [removed: 70.9] | | | | | | [removed: 3] | | [removed: %] |

| Gross margin as a % of revenue | | | [removed: 57.3] [added: 61.4] | | % | | | | [removed: 55.6] [added: 57.3] | | % | | | | | | | | | | | | | [removed: | | | | | |]

| Operating income | | | [removed: 510.9 | | | | | | 561.0] [added: $] | [added: 448.8] | | | | | [added: $] | [added: 510.9] | | | | | [removed: (50.1)] [added: $] | [added: (62.1)] | | | | | [removed: (9)] [added: (12)%] | | [removed: %] |

| Operating income as a % of revenue | | | [removed: 13.9] [added: 11.8] | | % | | | | [removed: 15.3] [added: 13.9] | | % | | | | | | | | | | | | | [removed: | | | | | |]

| Diluted earnings per share | | | $ | [removed: 1.80] [added: 1.25] | | | | | $ | [removed: 1.94 | | | | | |] [added: 1.80] | | | | | $ | [removed: (0.14)] [added: (0.55)] | | | | | [removed: (7)] [added: (31)%] | | [removed: %] |

| [removed: Non-GAAP revenue (1) | | | $] [added: GAAP revenue:] | [removed: 3,676.3] | | | | | $ | [removed: 3,659.4 | | |] [added: 3,798.7] | | | | | | | | $ | [removed: 16.9 | | |] [added: 3,676.3] | | [removed: —] | | [removed: %] |

| Non-GAAP operating income (1) | | | [removed: 841.5 | | | | | | 857.0] [added: $] | [added: 934.7] | | | | | [added: $] | [added: 841.5] | | | | | [removed: (15.5)] [added: $] | [added: 93.2] | | | | | [removed: (2)] [added: 11%] | | [removed: %] |

| Non-GAAP operating income as a % of [removed: Non-GAAP revenue (1)] [added: revenue(1)] | | | [removed: 22.9] [added: 24.6] | | % | | | | [removed: 23.4] [added: 22.9] | | % | | | | | | | | | | | | | [removed: | | | | | |]

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

| Annualized Recurring Revenue (“ARR”) (1) | | | $ | [removed: 1,603.7] [added: 1,982.3] | | | | | $ | [removed: 1,409.1 | | | | | |] [added: 1,603.7] | | | | | $ | [removed: 194.6] [added: 378.6] | | | | | [removed: 14] [added: 24%] | | [removed: %] |

(1) Refer to [“Supplemental Disclosure of Non-GAAP Financial Measures and Annualized Recurring [removed: Revenue”](#i33743bc37eaa4c9696676ec252553cfe_79)] [added: Revenue”](#id1873d0d3e774e6a8e3e1363725e4d58_121)] of this report for definitions.

We use a 52–53 week fiscal year ending on the Friday nearest to December 31, which for [removed: 2022] [added: 2023] was December [removed: 30, 2022.][added: 29, 2023.]

Both [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] were 52–week years.

Year [removed: 2022] [added: 2023] Compared with Year [removed: 2021][added: 2022]

Excluding the impact of foreign currency, acquisitions, and divestitures, ARR organic growth was 13%.

Our software, services, and recurring revenue represented 67% and 59% of total revenue for 2023 and 2022.

Additionally, we continue to maintain focus on new product introductions and transitions to recurring revenue as evidenced by the Transporeon business and the pending Trimble Ag JV Transaction (as described below).

On September 28, 2023, we executed a definitive agreement with AGCO that provides for the formation of a JV with AGCO in the mixed fleet precision agriculture market.

Under the terms of the agreement, we will contribute the Trimble Ag business, excluding certain GNSS and guidance technologies, and AGCO will contribute its JCA Technologies business to the JV.

We will sell an interest in the JV to AGCO for $2.0 billion in pre-tax cash proceeds, subject to working capital adjustments.

Immediately following the closing of this proposed transaction, we will own 15% of the JV and AGCO will own 85% of the JV.

Additionally, we plan to enter into the following agreements with AGCO as part of the overall proposed transaction:

- a seven-year, renewable Supply Agreement through which we will provide key GNSS and guidance technologies to the JV for use in professional agriculture machines sold by AGCO, on an exclusive basis with limited exceptions;

- a Technology Transfer and License Agreement to govern the licensing of certain non-divested intellectual property and technology for use by the JV in the agriculture field and, upon expiration of the Supply Agreement, to govern fixed and variable royalty payments made to us by the JV;

- a Trademark License Agreement to govern the licensing of certain Trimble trademarks for use by the JV in the agriculture field;

- a Positioning Services Agreement through which the JV will serve as our channel partner for the positioning services in the agriculture market; and

- a Transition Services Agreement to provide contract manufacturing services for the divested products for two years following closing of the proposed transaction.

The formation of the JV is expected to better serve farmers with factory fit and aftermarket applications in the mixed fleet precision agriculture market to help farmers drive productivity, efficiency, and sustainability.

Additionally, the proposed transaction is expected to (i) simplify our Connect and Scale strategy, (ii) reduce risk of channel transition in the agriculture market, and (iii) enhance our financial profile and flexibility with a resulting higher mix of software, services, and recurring revenue, as well allowing us to repurchase stock and repay $1.1 billion of our debt through use of the net proceeds.

The proposed transaction is expected to close in the first half of 2024 and is subject to customary closing conditions, including regulatory approvals.

Trimble Ag is reported as a part of our Resources and Utilities segment.

The assets and liabilities of Trimble Ag that are subject to the proposed transaction were classified as held for sale at the end of 2023.

See [Note 4 “](#id1873d0d3e774e6a8e3e1363725e4d58_1612)[Divestitures](#id1873d0d3e774e6a8e3e1363725e4d58_1612)[”](#id1873d0d3e774e6a8e3e1363725e4d58_1612) of this report.

On April 3, 2023, we acquired all of the outstanding shares of Transporeon in an all-cash transaction valued at €1.9 billion or $2.1 billion.

By combining Transporeon’s operations with ours, we expect economies of scale, growth, such as acceleration of recurring revenue, expansion of the addressable market, cross-sell opportunities, and enhanced productivity and sustainability solutions for our customers.

We have included the financial results of Transporeon in our Consolidated Financial Statements starting in the second quarter of 2023.

Macroeconomic Conditions

Global inflation rates rose in 2022 and continued into early 2023.

As a result, interest rates increased over 2022 and 2023 in an effort to curb inflation.

These macroeconomic conditions have had and are expected to have a negative impact on our results of operations.

We may experience higher borrowing costs on our variable-rate debt.

At the end of 2023, our outstanding balance of variable-rate debt was $1.3 billion.

See [Note 8 “Debt”](#id1873d0d3e774e6a8e3e1363725e4d58_184) of this report for additional information regarding our debt.

In 2023, as compared to the prior year, our organic hardware sales declined and bookings moderated as dealers moved toward lower levels of inventories due to improved product lead times and reduced end user demand.

Buildings and Infrastructure, Geospatial, and Resources and Utilities all had stronger hardware sales in the prior year.

[Table of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

determining whether products or services are considered distinct performance obligations that should be accounted for separately versus together may sometimes require significant judgment.

In instances where SSP is not directly observable, we estimate SSP considering multiple factors including but not limited to, our internal cost, pricing practices, sales channel, competitive positioning, and overall market and business environments.

As our offerings and markets change, we may be required to reassess our estimated SSP and, as a result, the timing and classification of our revenue could be affected.

[Table of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

| *(In millions, except per share amounts)* | | | | | | | | | | | | | | | | | | | | | | | |

| Product | | | $ | 1,771.7 | | | | | $ | 1,986.1 | | | | | $ | (214.4) | | | | | (11)% | | |

| Subscription and services | | | 2,027.0 | | | | | | 1,690.2 | | | | | | 336.8 | | | | | | 20% | | |

| Gross margin | | | $ | 2,332.8 | | | | | $ | 2,105.6 | | | | | $ | 227.2 | | | | | 11% | | |

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.

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.

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.

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.

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.

In instances where SSP is not directly observable, we determine SSP using information that may include market conditions and other observable inputs.

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

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

| Product | | | $ | 2,152.0 | | | | | $ | 2,247.5 | | | | | | | | | | | $ | (95.5) | | | | | (4) | | % |

| Service | | | 641.3 | | | | | | 649.4 | | | | | | | | | | | | (8.1) | | | | | | (1) | | % |

| Subscription | | | 883.0 | | | | | | 762.2 | | | | | | | | | | | | 120.8 | | | | | | 16 | | % |

| Foreign currency exchange | | | | | | | | | | | | (4) | | % |

Additionally, Geospatial had unusually strong hardware sales in the previous year.

| Foreign currency exchange | | | | | | | | | | | | (3) | | % |

| Change in subscription revenue | | | | | | | | | | | | 16 | | % |

| Foreign currency exchange | | | | | | | | | | | | (2) | | % |

Organic product revenue increased due to term license software growth throughout the year, as well as stronger hardware and related software sales in the first half of the year.

In the second half of the year, slowing demand for our hardware and related software products impacted sales in Buildings and Infrastructure, Geospatial, and Resources and Utilities.

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, [added: Canadian Dollars,] New Zealand Dollars, [removed: Brazilian Real,] [added: British Pound,] and [removed: Canadian Dollars.][added: Brazilian Real.]

[Table [removed: of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)][added: of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)]

Foreign currency contracts outstanding at the end of [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] are summarized as follows:

| | | | At the End of [removed: 2022] [added: 2023] | | | | | | | | | | | | At the End of [removed: 2021] [added: 2022] | | | | | | | | |

| Sold | | | [removed: $] [added: 50.8] | [removed: 130.6] | | | | | [removed: $] [added: (0.3)] | [removed: 0.2] | | | | | [removed: $] [added: 130.6] | [removed: 183.6] | | | | | [removed: $] [added: 0.2] | [removed: (0.2)] | |

| Foreign currency exchange contract related to acquisition | | | [removed: $] [added: —] | [removed: 1,999.4] | | | | | [removed: $] [added: —] | [removed: 10.4] | | | | | [removed: $] [added: 1,999.4] | [removed: —] | | | | | [removed: $] [added: 10.4] | [removed: —] | |

| [Consolidated Balance [removed: Sheets](#i33743bc37eaa4c9696676ec252553cfe_91)] [added: Sheets](#id1873d0d3e774e6a8e3e1363725e4d58_133)] | | | [removed: [52](#i33743bc37eaa4c9696676ec252553cfe_91)] [added: [44](#id1873d0d3e774e6a8e3e1363725e4d58_133)] | | |

| [Consolidated Statements of [removed: Income](#i33743bc37eaa4c9696676ec252553cfe_97)] [added: Income](#id1873d0d3e774e6a8e3e1363725e4d58_139)] | | | [removed: [53](#i33743bc37eaa4c9696676ec252553cfe_97)] [added: [45](#id1873d0d3e774e6a8e3e1363725e4d58_139)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i33743bc37eaa4c9696676ec252553cfe_100)] [added: Income](#id1873d0d3e774e6a8e3e1363725e4d58_145)] | | | [removed: [54](#i33743bc37eaa4c9696676ec252553cfe_100)] [added: [46](#id1873d0d3e774e6a8e3e1363725e4d58_145)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i33743bc37eaa4c9696676ec252553cfe_106)] [added: Equity](#id1873d0d3e774e6a8e3e1363725e4d58_151)] | | | [removed: [55](#i33743bc37eaa4c9696676ec252553cfe_106)] [added: [47](#id1873d0d3e774e6a8e3e1363725e4d58_151)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i33743bc37eaa4c9696676ec252553cfe_112)] [added: Flows](#id1873d0d3e774e6a8e3e1363725e4d58_154)] | | | [removed: [56](#i33743bc37eaa4c9696676ec252553cfe_112)] [added: [48](#id1873d0d3e774e6a8e3e1363725e4d58_154)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i33743bc37eaa4c9696676ec252553cfe_115)] [added: Statements](#id1873d0d3e774e6a8e3e1363725e4d58_157)] | | | [removed: [57](#i33743bc37eaa4c9696676ec252553cfe_115)] [added: [49](#id1873d0d3e774e6a8e3e1363725e4d58_157)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i33743bc37eaa4c9696676ec252553cfe_163)] [added: Firm](#id1873d0d3e774e6a8e3e1363725e4d58_208)] (PCAOB ID: 42) | | | [removed: [77](#i33743bc37eaa4c9696676ec252553cfe_163)] [added: [72](#id1873d0d3e774e6a8e3e1363725e4d58_208)] | | |

In the second quarter of 2023, we borrowed $1.2 billion of variable-rate debt in conjunction with the Transporeon acquisition.

At the end of 2023, our outstanding balance of variable-rate debt was $1.3 billion, see details in [Note 8 “Debt”](#id1873d0d3e774e6a8e3e1363725e4d58_184) of this report.

We are exposed to market risk due to the possibility of changing interest rates.

While not predictive, a hypothetical 50 basis point increase in interest rates on our variable-rate debt would result in an increase of approximately $6.5 million in annual interest expense.

In 2023, changes in foreign currency exchange rates had a favorable impact of $0.9 million on revenue and an unfavorable impact of $5.8 million on operating income.

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

| Purchased | | | $ | (120.3) | | | | | $ | 0.3 | | | | | $ | (77.9) | | | | | $ | — | |

| [Note 1. De](#id1873d0d3e774e6a8e3e1363725e4d58_1563)[scription of](#id1873d0d3e774e6a8e3e1363725e4d58_1563) [Business and Accounting Policies](#id1873d0d3e774e6a8e3e1363725e4d58_1563) | | | [49](#id1873d0d3e774e6a8e3e1363725e4d58_1563) | | |

| [Note 2. Earnings per Share](#id1873d0d3e774e6a8e3e1363725e4d58_196) | | | [54](#id1873d0d3e774e6a8e3e1363725e4d58_196) | | |

| [Note 3. Acquisitio](#id1873d0d3e774e6a8e3e1363725e4d58_1599)[ns](#id1873d0d3e774e6a8e3e1363725e4d58_1599) | | | [54](#id1873d0d3e774e6a8e3e1363725e4d58_1599) | | |

| [Note 4.](#id1873d0d3e774e6a8e3e1363725e4d58_1612) [D](#id1873d0d3e774e6a8e3e1363725e4d58_1612)[ivestitures](#id1873d0d3e774e6a8e3e1363725e4d58_1612) | | | [56](#id1873d0d3e774e6a8e3e1363725e4d58_1612) | | |

| [Note 5. Intangible Assets and Goodwill](#id1873d0d3e774e6a8e3e1363725e4d58_175) | | | [57](#id1873d0d3e774e6a8e3e1363725e4d58_175) | | |

| [Note 6. Certain Balance Sheet Components](#id1873d0d3e774e6a8e3e1363725e4d58_178) | | | [58](#id1873d0d3e774e6a8e3e1363725e4d58_178) | | |

| [Note 7. Reporting Segment and Geographic Information](#id1873d0d3e774e6a8e3e1363725e4d58_181) | | | [59](#id1873d0d3e774e6a8e3e1363725e4d58_181) | | |

| [Note 8. Debt](#id1873d0d3e774e6a8e3e1363725e4d58_184) | | | [62](#id1873d0d3e774e6a8e3e1363725e4d58_184) | | |

| [Note 9. Leases](#id1873d0d3e774e6a8e3e1363725e4d58_1631) | | | [63](#id1873d0d3e774e6a8e3e1363725e4d58_1631) | | |

| [Note 10. Commitments and Contingencies](#id1873d0d3e774e6a8e3e1363725e4d58_202) | | | [64](#id1873d0d3e774e6a8e3e1363725e4d58_202) | | |

| [Note 11. Fair Value Measurements](#id1873d0d3e774e6a8e3e1363725e4d58_190) | | | [65](#id1873d0d3e774e6a8e3e1363725e4d58_190) | | |

| [Note 12. Deferred Revenue and Remaining Performance Obligations](#id1873d0d3e774e6a8e3e1363725e4d58_193) | | | [66](#id1873d0d3e774e6a8e3e1363725e4d58_193) | | |

| [Note 13. Income Taxes](#id1873d0d3e774e6a8e3e1363725e4d58_1657) | | | [66](#id1873d0d3e774e6a8e3e1363725e4d58_1657) | | |

| [Note 14. Employee Stock Benefit Plans](#id1873d0d3e774e6a8e3e1363725e4d58_1547) | | | [69](#id1873d0d3e774e6a8e3e1363725e4d58_1547) | | |

| [Note 15. Common Stock Repurchase](#id1873d0d3e774e6a8e3e1363725e4d58_169) | | | [71](#id1873d0d3e774e6a8e3e1363725e4d58_169) | | |

| [Note 1](#id1873d0d3e774e6a8e3e1363725e4d58_549755815679)[6](#id1873d0d3e774e6a8e3e1363725e4d58_549755815679)[.](#id1873d0d3e774e6a8e3e1363725e4d58_549755815679) [S](#id1873d0d3e774e6a8e3e1363725e4d58_549755815679)[ubsequent Event](#id1873d0d3e774e6a8e3e1363725e4d58_549755815679) | | | [71](#id1873d0d3e774e6a8e3e1363725e4d58_549755815679) | | |

[Table of Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

[Index to Financial](#id1873d0d3e774e6a8e3e1363725e4d58_127) [Statements](#id1873d0d3e774e6a8e3e1363725e4d58_127)

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

We also have four unsecured, uncommitted, revolving credit facilities that are callable by the bank at any time.

We may borrow funds under the 2022 Credit Facility and uncommitted facilities in U.S. Dollars, Euros, or in certain other agreed currencies as described in [Note 7 “Debt”](#i33743bc37eaa4c9696676ec252553cfe_136) of this report.

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

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.

In addition, volatile market conditions arising from the COVID-19 pandemic could result in changes in exchange rates.

In 2022, revenue and operating income were unfavorably impacted by foreign currency exchange rates by $114.1 million and $26.0 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.

| Purchased | | | $ | (77.9) | | | | | $ | — | | | | | $ | (107.5) | | | | | $ | 0.1 | |

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.

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

Our advanced positioning and autonomous guidance capabilities enable increased precision with large equipment, such as [added: agricultural] tractors and [added: construction] bulldozers.

Trimble software capabilities include extensive three-dimensional (“3D”) modeling, analysis, planning and design solutions as well as a large suite of domain-specific software applications used across industries including [removed: agriculture,] construction, geospatial, [added: agriculture,] utilities, and transportation.

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

[Table [removed: of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)][added: of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)]

- [removed: *Executing] [added: Executing] on our Connect and Scale [removed: strategy.*] [added: strategy.] We continue to focus on executing our multi-year platform strategy.

This includes integrating more of our customers’ data through cloud offerings and making more of our solutions available [removed: over time] on a subscription basis.

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

For example, our flagship design and construction platform [removed: solution,Trimble] [added: 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 [removed: model.][added: model enhanced by our cloud capabilities.]

[removed: And, our recently released] [added: Our] Trimble Construction Cloud [removed: includes capabilities such as] [added: creates] 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 [removed: decisions.][added: decisions, while our Transporeon business creates a marketplace for shippers, forwarders, carriers, and retailers to connect online and digitize their end-to-end transportation management processes.]

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

- [removed: *Increasing] [added: Increasing] focus on software and [removed: services.*] [added: services.] Software and services targeted for the needs of vertical end markets are increasingly important elements of our solutions and are core to our growth strategy.

[removed: *•Focus] [added: *•*Focus] on attractive markets with significant growth and profitability [removed: potential.*] [added: potential.] We focus on large markets historically underserved by technology that offer significant potential for long-term revenue growth, profitability, and market leadership.

Our core industries, such as construction, agriculture, and transportation, are each [removed: multi-trillion dollar] [added: multitrillion-dollar] global industries that operate in demanding environments with technology adoption in the early phases relative to other industries.

- [removed: *Domain] [added: Domain] knowledge and technological innovation that benefit a diverse customer [removed: base.*] [added: base.] We have over time redefined our technological focus from hardware-driven point solutions to integrated work process solutions by developing domain expertise and heavily reinvesting in research and development (“R&D”) and acquisitions.

[removed: *•Geographic] [added: *•*Geographic] expansion with localization [removed: strategy.*] [added: strategy.] We view international expansion as an important element of our strategy, and we continue to position ourselves in geographic markets that will serve as important sources of future growth.

Products are sold in more than 150 countries, through dealers, [removed: representatives,] joint ventures, [added: original equipment manufacturers (“OEM”),] and other channels throughout the world, as well as direct sales to end users.

Sales are supported by our own offices located in [removed: approximately] [added: over] 40 countries around the world.

- [removed: *Optimized] [added: Optimized] go-to-market strategies to best access our [removed: markets.*] [added: markets.] We utilize vertically focused go-to-market strategies that leverage domain expertise to best serve the needs of individual markets both domestically and abroad.

[added: These go-to-market capabilities include independent dealers, joint ventures including with Caterpillar and Nikon, OEM, and] distribution alliances with key partners, [removed: 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, joint ventures,] and [removed: venture fund investments.*] [added: investments*.*] Organic growth continues to be our primary focus, while acquisitions serve to enhance our market position.

We acquire businesses that bring domain expertise, geographic presence, technology, products, and distribution capabilities that augment our portfolio and allow us to penetrate existing [removed: markets more effectively, or to establish a market beachhead.]

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

For further financial information about our segments, see [Note [removed: 6](#i33743bc37eaa4c9696676ec252553cfe_133) [“](#i33743bc37eaa4c9696676ec252553cfe_133)[Reporting] [added: 7 “Reporting] Segment and Geographic [removed: Information](#i33743bc37eaa4c9696676ec252553cfe_133)[”](#i33743bc37eaa4c9696676ec252553cfe_133)] [added: Information”](#id1873d0d3e774e6a8e3e1363725e4d58_181)] of this report.

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

The suite also includes applications for sub-contractors and construction trades such as steel, concrete, and [removed: mechanical, electrical] [added: Mechanical, Electrical] and [removed: plumbing;] [added: Plumbing (“MEP”);] project coordination; and capital program planning and management.

[removed: *Civil] [added: Civil] Engineering Construction and Asset [removed: Management.*] [added: 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 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 [removed: collaboration.]

Our suite of integrated solutions and technologies in this area includes field and office software for [added: estimating and job cost management and] optimized [removed: route selection] [added: project design] and [removed: design;] [added: visualization;] software for 3D design and data sharing; systems to automatically guide and control construction equipment such as excavators, bulldozers, wheel loaders, motor graders, and paving equipment; systems to monitor, track, and manage assets, equipment, and workers; and software to facilitate the management of the construction process and for sharing and communication of data in real time.

Utilizing wireless and internet-based site communications infrastructure, our solutions include the ability to track and control equipment, [removed: to] deploy a 3D model to [removed: machines and to] [added: machines,] track progress of work in real-time, and [removed: to] reduce re-work.

We sell and distribute our products in the Building and Infrastructure segment through both a direct sales force and global networks of independent [removed: dealers] [added: distributors] with expertise and customer relationships in the respective markets, including SITECH Technology dealers, which serve the civil construction industry, and BuildingPoint dealers, which serve the building construction industry.

The Geospatial segment primarily serves customers working in surveying, [added: mapping,] engineering, and government.

[removed: *Surveying] [added: Surveying] and [removed: Geospatial.*] [added: Geospatial.] Through our surveying product portfolio, professional surveyors and engineers provide services to the construction, engineering, mining, oil and gas, energy and utilities, government, and land management sectors.

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

Our customers in this area [removed: gain benefits] [added: benefit] from [removed: the use of] [added: using] our products including significantly improved productivity in both field and office activities, improved safety through non-contact measurement and detection of potentially dangerous ground or structure movement, and improved data flow that enables better decision making.

[added: Geographic Information Systems.] Our GIS product line collects authoritative field data and integrates that data into GIS databases.

During [removed: 2022,] [added: 2023,] we announced [removed: a number of] [added: several] new developments, including: (i) the [removed: introduction of the] scalable and configurable Trimble [removed: R780] [added: R580] GNSS [removed: Modular] [added: Integrated] Receiver that includes our industry-leading ProPoint [removed: engine and tilt technology,] [added: engine;] (ii) the [removed: launch of the] newest addition to our scanning portfolio, the Trimble [removed: X12] [added: X9] 3D laser scanning [removed: system,] [added: system;] and (iii) the [removed: introduction of the] Trimble [removed: TDC650 handheld data collector] [added: T10x model 2 tablet] for [added: survey and] mapping professionals.

Additionally, we delivered multiple feature releases in our powerful Trimble [added: Access field software, Trimble] Business Center office software, [removed: adding] [added: Trimble 4D Control Monitoring software, as well as TerraFlex and TerraOffice enabling] productivity gains through improved connectivity, simplicity, and efficiency enhancements for [removed: survey] [added: survey, mapping,] and construction professionals.

We sell and distribute our products in the Geospatial segment primarily through a global network of independent [removed: dealers and business] [added: distribution] partners.

[Table of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

markets more effectively, or to establish a market beachhead.

To further grow and position the Company, we partner with leaders in various fields by investing in early-to-growth stage companies through our venture fund and through strategic formation of joint ventures.

In September 2023, we signed a definitive agreement to contribute our Trimble precision agriculture (“Trimble Ag”) business, excluding certain Global Navigation Satellite System (“GNSS”) and guidance technologies, to a JV with AGCO, of which we will retain a 15% ownership stake.

Trimble and AGCO’s shared vision is to create a global leader in mixed fleet smart farming and autonomy solutions that delivers on our collective strategy to better serve farmers with factory fit and aftermarket applications in the mixed fleet precision agriculture market.

The proposed transaction is expected to close in the first half of 2024.

During 2023, we announced a number of new developments including: (i) new versions of our Tekla Structure software for improved user experience such as extended collaboration with BIM model data; (ii) new AI features in Sketchup such as AI-powered image search capabilities to access 3D models on 3D Warehouse, as well as generative AI utilizing text prompts to convert a SketchUp 3D model to a rendered image in seconds with SketchUp Diffusion; (iii) new MEP products including Fabrication Smart Tools for use with native Autodesk users; and (iv) AI functionality for Viewpoint Vista and Spectrum to assist users with injection of PDF invoices.

[Table of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

collaboration.

During 2023, we announced a number of developments, including: (i) the introduction of Trimble Siteworks Machine Guidance Module, extending the capabilities of Trimble Siteworks Software from surveying and layout to support on-machine excavator guidance and operator assistance; (ii) completion of the first test of a fully autonomous soil compactor on a live jobsite, taking another important step on the path toward Trimble’s autonomous vision; and (iii) release of the Trimble DA2 GNSS Smart Antenna for construction surveying as part of the Trimble Works Subscription program, which provides contractors access to construction technology at a lower upfront cost.

[Table of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

In September, we signed a definitive agreement to contribute our Trimble Ag business, excluding certain GNSS and guidance technologies, to a JV with AGCO, of which we will retain a 15% stake.

Trimble and AGCO’s shared vision is to create a global leader in mixed fleet smart farming and autonomy solutions that delivers on our collective strategy to better serve farmers with factory fit and aftermarket applications in the mixed fleet precision agriculture market.

The proposed transaction is expected to close in the first half of 2024.

See [Note 4 “Divestitures”](#id1873d0d3e774e6a8e3e1363725e4d58_1612) of this report for additional discussion of this transaction.

Our aftermarket solutions address both new equipment as well as equipment already in the field.

In 2023, the following changes occurred in the Ag distribution channels as follows:

[Table of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

When the proposed transaction with AGCO closes, the JV will be the exclusive distributor in the agriculture market.

[Table of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

Sustainability is deeply integrated into our business strategy, threaded throughout our products and solutions and our people and culture.

It’s what guides our innovations and investments.

It’s what drives us to build resilience for our company and our customers, to empower people, including our employees and partners, and to lead with integrity in all that we do.

| | | | | | | | | |

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

|  Building Resilience •Drive, Enable, and Contribute to Decarbonization •Drive toward a net-zero future | | |  Empowering People •Values: Belong, Grow, and Innovate •Key Pillars: Diversity, Equity, Inclusion, Leaders, and Communities | | |  Leading with Integrity •Corporate and Sustainability Governance •Ethical Business Practices •Privacy and Cybersecurity | | |

Building Resilience. Building resilience is about enabling ourselves, our customers, and the essential industries we serve to adapt, grow, and thrive in the face of change.

We continue to invest in innovation, research, and development in order to adapt, prepare, and expand capabilities that help transform our industries and accelerate toward a net zero future.

In 2022, we received approval of our carbon reduction targets from the Science Based Targets initiative (SBTi), the predominant third-party net-zero target assessment entity.

Our goals are consistent with requirements to keep global warming to 1.5°C in accordance with the Paris Climate Agreement.

To help us drive toward a net-zero future, we are working to (i) cut our Greenhouse Gas (GHG) footprint in half by 2030, (ii) source 100% renewable energy by 2025, and (iii) engage 70% of our suppliers to set their own science-based targets by 2026.

Our customers trust us to deliver solutions that drive their productivity, safety, transparency, quality, and ultimately, their sustainability and profitability.

Our technologies enable precision and efficiency for the world’s essential industries by helping our customers to build, move, and feed the world while minimizing waste and consumption—ultimately generating sustainable outcomes for people and communities on a global scale.

Empowering People. Together, our diverse community of innovators and problem solvers create opportunities for our employees, customers, and community members to thrive.

We extend our commitment to empowering people in the communities where we do business, collectively addressing challenges in alignment with our values.

[Table of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

Leading with Integrity. We are dedicated to leadership principles that ensure excellence in all we do.

Through transparency, good governance, and a deep commitment to sustainability and ethics, we continue operating from a strong foundation of integrity now and in the future.

Supported by the Audit Committee, People and Compensation Committee, and Nominating and Corporate Governance Committee, the Board of Directors has oversight for our sustainability strategy, commitments, and accountability for risk management.

The Code of Business Conduct provides the tools and information necessary for our team and partners to make the right decisions while working for or with Trimble, acting lawfully, ethically, fairly, complying with our policies, and avoiding even the appearance of impropriety.

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 tiered subscription offerings can include both hardware and software, providing a complete customer solution with technology assurance as new generations of hardware become available.

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

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.

We also formed a strategic venture fund in 2021 (“Trimble Ventures”).

With 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 the industries that we serve and would give us an early, inside look and stake in emerging business and technology solutions.

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

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.

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

*Geographic Information Systems*.

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

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.

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.

Although sales cycles tend to be months long, the products are difficult to replace once implemented.

Changes in global macroeconomic

In 2021 and into 2022, the COVID-19 pandemic disrupted our normal seasonality because of global supply chain constraints and parts and labor shortages.

Our contract manufacturing partners are responsible for significant material procurement, assembly, and testing.

We organize our ESG efforts around five pillars: (1) Solutions, (2) People, (3) Communities, (4) Environment, and (5) Governance.

Highlights of each of these pillars are discussed below.

These pillars are reflective of our commitment to ESG and are fundamentally embedded into our business and culture.

We believe this approach creates value that benefits all our stakeholders, including our employees, stockholders, customers, communities, and the world at large.

Solutions. Our hardware, software, and service solutions empower customers to drive sustainability across our industries for the benefit of people today and future generations.

We are committed to ensuring our solutions align with and support the objectives of the 17 United Nations Sustainable Development Goals (“UN SDGs”).

Our industry-specific solutions impact the UN SDGs by:

- *Greenhouse gas reduction* via (i) efficient use of machine time on construction sites, (ii) better construction design to minimize carbon intensive materials and improve asset operations, (iii) improved long-term asset management to extend the life of assets, (iv) more efficient field navigation and utilization of agricultural inputs, and (v) improved capacity utilization and route optimization that reduces fuel use;

- *Resource management* via (i) protecting and managing critical water assets and infrastructure, (ii) helping minimize scrap, rework, and resource waste, and (iii) managing land, water and inputs through variable rate technology and land forming solutions.

People. Our ambition for a sustainable future is made possible when we celebrate the unique characteristics of our people.

At Trimble, we transform how we work together to inspire and engage all employees to achieve their full potential and celebrate their individuality.

We are committed to providing every employee with the opportunity to learn, grow, and excel.

We believe our diversity makes us stronger and better able to solve complex problems for our customers.

Communities. We strive to contribute to the collective work needed to address the world’s most pressing sustainable development issues through partnering with non-profit organizations and academic institutions who serve communities and society in powerful ways.

[added: | | | |] For the fiscal year ended December [removed: 30, 2022][added: 29, 2023 | | |]

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

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

10368 Westmoor [removed: Dr,] [added: Drive,] Westminster, [removed: CO][added: CO 80021]

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

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

As of [removed: July 1, 2022,] [added: June 30, 2023,] the aggregate market value of the common stock held by non-affiliates of the registrant was approximately [removed: $14.3] [added: $13.1] billion based on the closing price as reported on the NASDAQ Global Select Market.

| Class | | | | | | Outstanding at February [removed: 14, 2023] [added: 20, 2024] | | | | | |

| Common stock, $0.001 par value | | | | | | [removed: 246,951,697] [added: 245,687,181] | | | shares | | |

- [removed: potential weakness and uncertainties in the US] [added: general U.S.] and global macroeconomic outlook, including slowing growth, inflationary pressures, and increases in interest [removed: rates, which may affect demand for our products and services and adversely affect our results of operations;][added: rates;]

- [added: economic disruptions caused by] potential impact of volatility and conflict in the political and economic environment, including the [removed: ongoing military conflict between Russia and Ukraine and related sanctions and] [added: conflicts in] the [removed: direct] [added: Middle East] and [removed: indirect impact on our business;][added: between Russian and Ukraine;]

- our plans to continue to invest in research and development [removed: to actively develop] [added: for the active development] and [removed: introduce] [added: introduction of] new products and to deliver targeted solutions to the markets we serve;

- [removed: a continued] [added: our] shift [removed: in revenue] towards a more significant mix of [removed: software and] recurring [removed: revenue, including subscription, maintenance and support, and services] revenue;

- our belief that increases in recurring [removed: revenue, including from our software and subscription solutions,] [added: revenue] will provide us with enhanced business visibility over time;

- any anticipated benefits [added: or impact] to [removed: us] [added: our results of operations and financial conditions] from our [removed: acquisitions, including the pending Transporeon acquisition,] [added: acquisitions] and our ability to successfully integrate the acquired businesses;

- our belief that our cash and cash [removed: equivalents, together with borrowings under the commitments for our credit facilities] [added: equivalents] and [removed: senior notes,] [added: borrowings, along with cash provided by operations,] will be sufficient in the foreseeable future to meet our anticipated operating cash needs, [added: including expenditures related to our Connect and Scale strategy,] debt service, [added: stock repurchases,] and [removed: planned capital expenditures;][added: any acquisitions;]

- our discretion to conduct, suspend, or discontinue our [removed: share] [added: stock] repurchase program subject to the discretion of our management; and

The forward-looking statements regarding future events and the future results of Trimble Inc. (“Trimble” or “the Company” or “we” or “our” or “us”) are based on current [removed: expectations, estimates, forecasts, and projections about the industries in which we operate, our current tax structure, including where our assets are deemed to reside for tax purposes,] [added: expectations] and the beliefs and assumptions of our [removed: management.][added: management that are subject to risks and uncertainties.]

Discussions containing such forward-looking statements may be found in [added: Item 1A “Risk Factors” and Item 7] “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this report.

[removed: In some cases, forward-looking] [added: Forward-looking] statements [added: generally] can be identified by [removed: terminology] [added: words] such as “may,” “will,” “should,” “could,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions.

These forward-looking statements involve certain risks and uncertainties that could cause actual results, levels of activity, performance, achievements, and events to differ materially from those implied by such forward-looking statements, including but not limited [removed: to] [added: to,] those discussed in this report under the section entitled “Risk Factors” and elsewhere, and in other reports we file with the Securities and Exchange Commission (“SEC”), specifically the most recent reports on Form 8-K and Form 10-Q, each as it may be amended from time to time.

[Table [removed: of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)][added: of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)]

[removed: 2022] [added: 2023] FORM 10-K ANNUAL REPORT

| Item 1 | | | [removed: [Business](#i33743bc37eaa4c9696676ec252553cfe_19)] [added: [Business](#id1873d0d3e774e6a8e3e1363725e4d58_22)] | | | [removed: [6](#i33743bc37eaa4c9696676ec252553cfe_19)] [added: [1](#id1873d0d3e774e6a8e3e1363725e4d58_22)] | | |

| Item 1A | | | [Risk [removed: Factors](#i33743bc37eaa4c9696676ec252553cfe_22)] [added: Factors](#id1873d0d3e774e6a8e3e1363725e4d58_49)] | | | [removed: [18](#i33743bc37eaa4c9696676ec252553cfe_22)] [added: [12](#id1873d0d3e774e6a8e3e1363725e4d58_49)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#i33743bc37eaa4c9696676ec252553cfe_40)] [added: Comments](#id1873d0d3e774e6a8e3e1363725e4d58_67)] | | | [removed: [31](#i33743bc37eaa4c9696676ec252553cfe_40)] [added: [25](#id1873d0d3e774e6a8e3e1363725e4d58_67)] | | |

| Item 2 | | | [removed: [Properties](#i33743bc37eaa4c9696676ec252553cfe_43)] [added: [Properties](#id1873d0d3e774e6a8e3e1363725e4d58_70)] | | | [removed: [31](#i33743bc37eaa4c9696676ec252553cfe_43)] [added: [26](#id1873d0d3e774e6a8e3e1363725e4d58_70)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#i33743bc37eaa4c9696676ec252553cfe_46)] [added: Proceedings](#id1873d0d3e774e6a8e3e1363725e4d58_73)] | | | [removed: [31](#i33743bc37eaa4c9696676ec252553cfe_46)] [added: [26](#id1873d0d3e774e6a8e3e1363725e4d58_73)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#i33743bc37eaa4c9696676ec252553cfe_49)] [added: Disclosures](#id1873d0d3e774e6a8e3e1363725e4d58_76)] | | | [removed: [31](#i33743bc37eaa4c9696676ec252553cfe_49)] [added: [26](#id1873d0d3e774e6a8e3e1363725e4d58_76)] | | |

| Item 5 | | | [Market for Registrant’s Common Equity, Related Stockholder [removed: Matters and] [added: Matters](#id1873d0d3e774e6a8e3e1363725e4d58_88)[,](#id1873d0d3e774e6a8e3e1363725e4d58_88) [and] Issuer Purchases of Equity [removed: Securities](#i33743bc37eaa4c9696676ec252553cfe_55)] [added: Securities](#id1873d0d3e774e6a8e3e1363725e4d58_88)] | | | [removed: [32](#i33743bc37eaa4c9696676ec252553cfe_55)] [added: [27](#id1873d0d3e774e6a8e3e1363725e4d58_88)] | | |

| Item 6 | | | [removed: [Reserved](#i33743bc37eaa4c9696676ec252553cfe_58)] [added: [Reserved](#id1873d0d3e774e6a8e3e1363725e4d58_91)] | | | [removed: [33](#i33743bc37eaa4c9696676ec252553cfe_58)] [added: [28](#id1873d0d3e774e6a8e3e1363725e4d58_91)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i33743bc37eaa4c9696676ec252553cfe_61)] [added: Operations](#id1873d0d3e774e6a8e3e1363725e4d58_94)] | | | [removed: [34](#i33743bc37eaa4c9696676ec252553cfe_61)] [added: [29](#id1873d0d3e774e6a8e3e1363725e4d58_94)] | | |

| Item 7A | | | [Quantitative and Qualitative [removed: Disclosure](#i33743bc37eaa4c9696676ec252553cfe_82)[s](#i33743bc37eaa4c9696676ec252553cfe_82) [about] [added: Disclosures about] Market [removed: Risk](#i33743bc37eaa4c9696676ec252553cfe_82)] [added: Risk](#id1873d0d3e774e6a8e3e1363725e4d58_124)] | | | [removed: [49](#i33743bc37eaa4c9696676ec252553cfe_82)] [added: [42](#id1873d0d3e774e6a8e3e1363725e4d58_124)] | | |

| Item 8 | | | [Financial Statements and Supplementary [removed: Data](#i33743bc37eaa4c9696676ec252553cfe_88)] [added: Data](#id1873d0d3e774e6a8e3e1363725e4d58_130)] | | | [removed: [52](#i33743bc37eaa4c9696676ec252553cfe_88)] [added: [44](#id1873d0d3e774e6a8e3e1363725e4d58_130)] | | |

| Item 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i33743bc37eaa4c9696676ec252553cfe_166)] [added: Disclosure](#id1873d0d3e774e6a8e3e1363725e4d58_211)] | | | [removed: [80](#i33743bc37eaa4c9696676ec252553cfe_166)] [added: [76](#id1873d0d3e774e6a8e3e1363725e4d58_211)] | | |

| Item 9A | | | [Controls and [removed: Procedures](#i33743bc37eaa4c9696676ec252553cfe_169)] [added: Procedures](#id1873d0d3e774e6a8e3e1363725e4d58_214)] | | | [removed: [80](#i33743bc37eaa4c9696676ec252553cfe_169)] [added: [76](#id1873d0d3e774e6a8e3e1363725e4d58_214)] | | |

| Item 9B | | | [Other [removed: Information](#i33743bc37eaa4c9696676ec252553cfe_172)] [added: Information](#id1873d0d3e774e6a8e3e1363725e4d58_217)] | | | [removed: [80](#i33743bc37eaa4c9696676ec252553cfe_172)] [added: [77](#id1873d0d3e774e6a8e3e1363725e4d58_217)] | | |

| Item 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i33743bc37eaa4c9696676ec252553cfe_175)] [added: Inspections](#id1873d0d3e774e6a8e3e1363725e4d58_220)] | | | [removed: [80](#i33743bc37eaa4c9696676ec252553cfe_175)] [added: [77](#id1873d0d3e774e6a8e3e1363725e4d58_220)] | | |

| Item 10 | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i33743bc37eaa4c9696676ec252553cfe_181)] [added: Governance](#id1873d0d3e774e6a8e3e1363725e4d58_226)] | | | [removed: [81](#i33743bc37eaa4c9696676ec252553cfe_181)] [added: [78](#id1873d0d3e774e6a8e3e1363725e4d58_226)] | | |

| Item 11 | | | [Executive [removed: Compensation](#i33743bc37eaa4c9696676ec252553cfe_184)] [added: Compensation](#id1873d0d3e774e6a8e3e1363725e4d58_229)] | | | [removed: [81](#i33743bc37eaa4c9696676ec252553cfe_184)] [added: [78](#id1873d0d3e774e6a8e3e1363725e4d58_229)] | | |


| | | | or | | |

(720) 887-6100

[Table of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

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

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

[Table of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

Some of the information required by Part III of this report is incorporated by reference from the proxy statement relating to the registrant’s 2024 annual meeting of stockholders (the “Proxy Statement”), to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

- the cyclical nature of our hardware revenue;

- our expectations that we will experience less seasonality in the future;

- risks associated with our growth strategy, focusing on historically underserved large markets;

- any anticipated benefits associated with the pending contribution of our precision agriculture business, excluding certain products and technologies, to a newly formed joint venture (the “JV”) and the sale of the majority interest in the JV to AGCO Corporation (“AGCO”);

- tax payments or refunds related to research and development (“R&D”) costs;

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law.

Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

[Table of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

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

| Item 1C | | | [Cybersecurity](#id1873d0d3e774e6a8e3e1363725e4d58_549755815653) | | | [25](#id1873d0d3e774e6a8e3e1363725e4d58_549755815653) | | |

| | | | | | | | | |

| | | | [Signatures](#id1873d0d3e774e6a8e3e1363725e4d58_253) | | | [82](#id1873d0d3e774e6a8e3e1363725e4d58_253) | | |

ii

[Table of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

| | | | | | |

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

or

| Delaware | | | 94-2802192 | | |

80021

(Zip Code)

Certain parts of Trimble Inc. Proxy Statement relating to the annual meeting of stockholders to be held on June 1, 2023 (the “Proxy Statement”) are incorporated by reference into Part III of this report.

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

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

- seasonal fluctuations in our hardware revenue, sales to U.S. governmental agencies, longer ordering, lead times and less flexibility to adapt to changes in product mix demand, and expectations that we will experience less seasonality in the future;

- our growth strategy, including our focus on historically underserved large markets, the relative importance of organic growth versus strategic acquisitions, and the reasons that we acquire businesses;

- 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;

We reserve the right to update these statements for any reason, including the occurrence of material events, but assume no duty to

update these statements to reflect subsequent events.

The risks and uncertainties under the caption “Risks and Uncertainties” contained herein, among other things, should be considered in evaluating our prospects and future financial performance.

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

The Company takes a multifaceted approach to assessing, identifying, and managing material risks from cybersecurity threats.

The cybersecurity risk management processes described below are integrated into the Company’s overall risk management system.

Each Trimble sector has identified a dedicated expert to assess vulnerabilities, calculate risks and determine where risk mitigation efforts are needed.

These experts work with the Company’s Chief Information Security Officer (“CISO”) and alongside product engineering personnel, to review technical risk data that comes from our central risk tracking system, prioritize risk mitigation activities, and manage other risk management processes.

We employ a variety of security protections in our digital systems, including access controls and logging, denial of service protection, and automated intrusion-prevention tools.

We have an information security training program, including an annual program of general security awareness for all employees and developer training throughout the year.

We maintain an information security risk insurance policy.

As part of our product development activities, we have implemented the Trimble Secure Development Life Cycle (“TSDLC”), which uses overlapping security activities and controls to build robust security into the cloud-based products and services we provide, some of which are also deployed across our own IT infrastructure.

TSLDC includes vulnerability scanning, intrusion prevention, tracking of security metrics, and code analysis vulnerability tools.

Over 100 of our products are certified to ISO/IEC 27001:2013, which addresses secure information, resilience to cyber-attacks, existence of a centrally managed framework, organization-wide protection, responses to evolving security threats, and protection of data.

Core information technology systems supporting our business operations are backed up and stored outside of our network infrastructure.

Our cloud-based systems, including products we sell, utilize configurations for backup designed to prevent data from being destroyed as a result of a cyber event.

Trimble’s incident response process is based on widely accepted industry frameworks, such as the cybersecurity framework set forth by the National Institute of Standards and Technology (“NIST”).

Our framework includes steps to: identify threat actors, contain the affected infrastructure, eradicate threat actor access, recover affected data or systems, and study lessons learned to help ensure any root causes are mitigated outside of the affected area.

Each year, our team of cybersecurity specialists builds a strategic vision of shared outcomes which provides the basis for how cybersecurity risks are factored into the Company’s risk management initiatives.

Along with the rest of the Company, the cybersecurity team, led by the CISO, sets goals for cybersecurity risk management that are then periodically tracked and reported back to the cybersecurity team and to our CEO and Audit Committee.

We utilize a set of third parties for technical and non-technical evaluation of our security posture, including regular assessment of our products for vulnerabilities.

We also perform an annual external “red team” assessment that provides an attack simulation for our security operations team to identify and triage.

We perform a vendor security assessment process for purchases over a certain minimum threshold.

To date, risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected, and the Company is not aware of a basis to believe that such risks are reasonably likely to materially affect, the Company, including its business strategy, results of operations, or financial condition.

For additional information, see *Item 1A.

Risk Factors—Our internal and customer-facing systems, and systems of third parties we rely upon, may be subject to cybersecurity breaches, disruptions, or delays*.

The Board has overall responsibility for the oversight of risk management for the Company, and it exercises this oversight through Board committees and regular engagement with the Company's senior management.

The Audit Committee is responsible for oversight of cybersecurity risk exposure and mitigation, and receives regular updates on cybersecurity risk management as well as timely notice of any material cybersecurity developments from the CISO through our escalation processes.

The CISO presents quarterly or as needed at the Audit Committee meetings on the Company’s cybersecurity risk management activities.

We have a dedicated team that is led by the CISO, who has a technical degree in computer science from an accredited public university and has over 20 years of information technology and cybersecurity experience in multiple industries, including financial services and defense.

The team comprises security engineers, detection specialists, and business cybersecurity experts.

When the team identifies credible risks, we invoke our incident response process to track and manage the details,

[Table of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

quickly manage exposures, assess potential customer impact, and facilitate consistent reporting to our CEO and to our Audit Committee.

For financial information regarding leases, refer to [removed: [Note 8 “Leases”](#i33743bc37eaa4c9696676ec252553cfe_142)] [added: [Note](#id1873d0d3e774e6a8e3e1363725e4d58_1631) [9](#id1873d0d3e774e6a8e3e1363725e4d58_1631) [“Leases”](#id1873d0d3e774e6a8e3e1363725e4d58_1631)] of this report.

[Table [removed: of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)][added: of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)]

Our common stock trades on NASDAQ under the symbol “TRMB.” The following graph compares the cumulative five-year total return provided [added: to] stockholders on our common stock relative to the cumulative total returns of the S&P 500 Index, the S&P 500 Information Technology Index, and the S&P 500 Industrials 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: 2017,] [added: 2018,] and its relative performance is tracked through December 31, [removed: 2022.][added: 2023.]

[removed: ][added: ]

In August 2021, our Board of Directors approved a [removed: new share] [added: stock] repurchase program (“2021 Stock Repurchase Program”) authorizing up to $750.0 million in repurchases of our common stock.

[removed: Under] [added: According to] the [removed: 2021] [added: 2024] Stock Repurchase Program, we may repurchase [removed: shares] [added: stocks] from time to [removed: time, subject to business and market conditions and other investment opportunities,] [added: time] through [added: accelerated stock repurchase programs,] open market transactions, [removed: privately-negotiated] [added: privately negotiated] transactions, [removed: accelerated stock repurchase plans,] [added: block purchases, tender offers] or [removed: by] other means.

The timing and actual number of any [removed: shares] [added: stock] repurchased will depend on a variety of [removed: factors,] [added: factors] including market conditions, our [removed: share] [added: stock] price, other available uses of capital, applicable legal requirements, and other factors.

The [removed: 2021] [added: 2024] Stock Repurchase Program may be suspended, modified, or discontinued at any time [removed: at] without prior notice.

During [removed: 2022,] [added: 2023,] we repurchased approximately [removed: 6.0] [added: 2.4] million shares of common stock in open market purchases under [removed: the] [added: our] 2021 Stock Repurchase Programs, at an average price of [removed: $65.90] [added: $42.50] per share, for a total of [removed: $394.7] [added: $100.0] million.

As of February [removed: 14, 2023,] [added: 20, 2024,] there were approximately [removed: 506] [added: 499 registered] holders of record of our common stock.

[Table [removed: of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)][added: of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)]

On January 28, 2024, our Board of Directors approved a new stock repurchase program (“2024 Stock Repurchase Program”) authorizing up to $800.0 million in repurchases of our common stock.

The 2024 Stock Repurchase Program replaced the 2021 Stock Repurchase Program, which has been cancelled.

Under the 2024 Stock Repurchase Program, the stock repurchase authorization does not have an expiration date.

The following table provides information relating to our purchase of equity securities for the fourth quarter of 2023; these

purchases were made under the 2021 Stock Repurchase Program:

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

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

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

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

| September 30, 2023 – November 3, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 215,255,003 | | | | |

| November 4, 2023 – December 1, 2023 | | | | | | 2,352,860 | | | | | | $ | 42.50 | | | | | 2,352,860 | | | | | | $ | 115,255,017 | | | | |

| December 2, 2023 – December 29, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 115,255,017 | | | | |

| Total | | | | | | 2,352,860 | | | | | | | | | | | | 2,352,860 | | | | | | | | | | | |

At the end of 2023, the 2021

Stock Repurchase Program had remaining authorized funds of $115.3 million, which amount was subsequently replaced with $800.0 million under the 2024 Stock Repurchase Program.

Under the 2021 Stock Repurchase Program, the share repurchase authorization does not have an expiration date and supersedes and replaces the $600.0 million share repurchase authorization approved by our Board of Directors in November 2017 (“2017 Stock Repurchase Program”), of which $50.7 million was remaining and has been cancelled.

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

At the end of 2022, the 2021 Stock Repurchase Program had remaining authorized funds of $215.3 million.

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.

[Table [removed: of Contents](#i33743bc37eaa4c9696676ec252553cfe_13)][added: of](#id1873d0d3e774e6a8e3e1363725e4d58_16) [Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)]

| At the End of Year | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| *(In millions, except par [removed: values)*] [added: value)*] | | | | | | | | | | | |

| Current [removed: assets*:*] [added: assets:] | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | [removed: 271.0] [added: 229.8] | | | | | $ | [removed: 325.7] [added: 271.0] | |

| Accounts receivable, net | | | [removed: 643.3] [added: 706.6] | | | | | | [removed: 624.8] [added: 643.3] | | |

| Inventories | | | [removed: 402.5] [added: 235.7] | | | | | | [removed: 363.3] [added: 402.5] | | |

| Other current assets | | | [removed: 201.4 | | |] [added: 28.0] | | | [removed: 136.8] | | |

| Total current assets | | | [removed: 1,518.2] [added: 1,830.9] | | | | | | [removed: 1,450.6] [added: 1,518.2] | | |

| Property and equipment, net | | | [removed: 219.0] [added: 202.5] | | | | | | [removed: 233.2] [added: 219.0] | | |

| Operating lease right-of-use assets | | | [removed: 121.2] [added: 124.0] | | | | | | [removed: 141.0] [added: 121.2] | | |

| Goodwill | | | [removed: 4,137.9] [added: 5,350.6] | | | | | | [removed: 3,981.5] [added: 4,137.9] | | |

| Other purchased intangible assets, net | | | [removed: 498.1] [added: 1,243.5] | | | | | | [removed: 506.6] [added: 498.1] | | |

| Deferred income tax assets | | | [removed: 438.4] [added: 412.3] | | | | | | [removed: 502.0] [added: 438.4] | | |

| Other non-current assets | | | [removed: 336.2] [added: 375.5] | | | | | | [removed: 284.7] [added: 336.2] | | |

| Total assets | | | $ | [removed: 7,269.0] [added: 9,539.3] | | | | | $ | [removed: 7,099.6] [added: 7,269.0] | |

| Short-term debt | | | $ | [removed: 300.0] [added: 530.4] | | | | | $ | [removed: —] [added: 300.0] | |

| Accounts payable | | | [removed: 175.5] [added: 165.3] | | | | | | [removed: 207.3] [added: 175.5] | | |

| Accrued compensation and benefits | | | [removed: 159.4] [added: 181.2] | | | | | | [removed: 231.0] [added: 159.4] | | |

| Deferred revenue | | | [removed: 639.1] [added: 663.1] | | | | | | [removed: 548.8] [added: 639.1] | | |

| Other current liabilities | | | [removed: 188.1 | | |] [added: (47.2)] | | | [removed: 201.5] | | |

| Total current liabilities | | | [removed: 1,462.1] [added: 1,829.3] | | | | | | [removed: 1,188.6] [added: 1,462.1] | | |

| Long-term debt | | | [removed: 1,220.0] [added: 2,536.2] | | | | | | [removed: 1,293.2] [added: 1,220.0] | | |

| Deferred revenue, non-current | | | [removed: 98.5] [added: 98.3] | | | | | | [removed: 83.0] [added: 98.5] | | |

| Deferred income tax liabilities | | | [removed: 157.8] [added: 287.8] | | | | | | [removed: 263.1] [added: 157.8] | | |

| Income taxes payable | | | [removed: 40.9] [added: 39.7] | | | | | | [removed: 54.5] [added: 23.7] | | |

| Operating lease liabilities | | | [removed: 105.1] [added: 121.9] | | | | | | [removed: 121.4] [added: 105.1] | | |

| Other non-current liabilities | | | [removed: 134.4 | | | | | | 151.1] [added: 7.9] | | |

| Total liabilities | | | [removed: 3,218.8] [added: 5,039.2] | | | | | | [removed: 3,154.9] [added: 3,218.8] | | |

| Commitments and contingencies (Note [removed: 9)] [added: 10)] | | | | | | | | | | | |

| Common stock, $0.001 par value; 360.0 shares authorized; [removed: 246.9] [added: 246.5] and [removed: 250.9] [added: 246.9] shares issued and outstanding at the end of [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | 0.2 | | | | | | [removed: 0.3] [added: 0.2] | | |

| Additional paid-in-capital | | | [removed: 2,054.9] [added: 2,214.6] | | | | | | [removed: 1,935.6] [added: 2,054.9] | | |

| Retained earnings | | | [removed: 2,230.0] [added: 2,437.4] | | | | | | [removed: 2,170.5] [added: 2,230.0] | | |

| Accumulated other comprehensive loss | | | [removed: (234.9)] [added: (152.1)] | | | | | | [removed: (161.7)] [added: (234.9)] | | |

| Total stockholders' equity | | | [removed: 4,050.2] [added: 4,500.1] | | | | | | [removed: 3,944.7] [added: 4,050.2] | | |

| Total liabilities and [removed: stockholders’] [added: stockholders'] equity | | | $ | [removed: 7,269.0] [added: 9,539.3] | | | | | $ | [removed: 7,099.6] [added: 7,269.0] | |

[Table of [removed: Contents](#i33743bc37eaa4c9696676ec252553cfe_13)][added: Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)]

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

| *(In millions, except per share [removed: data)*] [added: amounts)*] | | | | | | | | | | | | | | | | | |

| Service | | | 641.3 | | | | | | [added: (641.3) | | | | | | — | | | | | |] 649.4 | | | | | | [removed: 644.8] [added: (649.4)] | | | [added: | | | — | | |]

| Subscription | | | 883.0 | | | | | | [added: (883.0) | | | | | | — | | | | | |] 762.2 | | | | | | [removed: 674.9] [added: (762.2)] | | | [added: | | | — | | |]

TRIMBLE INC.

| Prepaid expenses | | | 89.8 | | | | | | 73.7 | | |

| Other current assets | | | 147.8 | | | | | | 127.7 | | |

| Assets held for sale | | | 421.2 | | | | | | — | | |

| Other current liabilities | | | 201.3 | | | | | | 164.4 | | |

| Liabilities held for sale | | | 48.3 | | | | | | — | | |

| Other non-current liabilities | | | 165.7 | | | | | | 175.3 | | |

[Index to Financial](#id1873d0d3e774e6a8e3e1363725e4d58_127) [Statements](#id1873d0d3e774e6a8e3e1363725e4d58_127)

TRIMBLE INC.

| *(In millions, except per share amounts)* | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Product | | | $ | 1,771.7 | | | | | $ | 1,986.1 | | | | | $ | 2,135.2 | |

| Subscription and services | | | 2,027.0 | | | | | | 1,690.2 | | | | | | 1,523.9 | | |

| Total revenue | | | 3,798.7 | | | | | | 3,676.3 | | | | | | 3,659.1 | | |

| Product | | | 875.0 | | | | | | 1,040.8 | | | | | | 1,086.4 | | |

| Subscription and services | | | 482.2 | | | | | | 444.9 | | | | | | 450.3 | | |

| Amortization of purchased intangible assets | | | 108.7 | | | | | | 85.0 | | | | | | 87.7 | | |

| Total cost of sales | | | 1,465.9 | | | | | | 1,570.7 | | | | | | 1,624.4 | | |

[Table of Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

[Index to Financial](#id1873d0d3e774e6a8e3e1363725e4d58_127) [Statements](#id1873d0d3e774e6a8e3e1363725e4d58_127)

TRIMBLE INC.

[Table of Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

[Index to Financial](#id1873d0d3e774e6a8e3e1363725e4d58_127) [Statements](#id1873d0d3e774e6a8e3e1363725e4d58_127)

TRIMBLE INC.

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 311.3 | | | | | | — | | | | | | 311.3 | | | | | | — | | | | | | 311.3 | | |

| Stock repurchases | | | (2.4) | | | | | | — | | | | | | (21.0) | | | | | | (79.0) | | | | | | — | | | | | | (100.0) | | | | | | — | | | | | | (100.0) | | |

| Balance at the end of 2023 | | | 246.5 | | | | | | $ | 0.2 | | | | | $ | 2,214.6 | | | | | $ | 2,437.4 | | | | | $ | (152.1) | | | | | $4,500.1 | | | | | | $ | — | | | | | $ | 4,500.1 | |

[Table of Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

[Index to Financial](#id1873d0d3e774e6a8e3e1363725e4d58_127) [Statements](#id1873d0d3e774e6a8e3e1363725e4d58_127)

TRIMBLE INC.

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

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

| (In millions) | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | |

| Net income | | | $ | 311.3 | | | | | $ | 449.7 | | | | | $ | 492.8 | | | | | | | | | | |

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

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

| Income taxes payable | | | (4.0) | | | | | | (38.3) | | | | | | (2.9) | | | | | | | | | | | |

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

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

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

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

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

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

| Product | | | $ | 2,152.0 | | | | | $ | 2,247.5 | | | | | $ | 1,828.0 | |

| Product | | | 1,046.1 | | | | | | 1,090.1 | | | | | | 855.0 | | |

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

| Balance at the end of 2019 | | | 249.9 | | | | | | $ | 0.2 | | | | | $ | 1,692.8 | | | | | $ | 1,602.8 | | | | | $ | (176.8) | | | | | $ | 3,119.0 | | | | | $ | 1.4 | | | | | $ | 3,120.4 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 389.9 | | | | | | — | | | | | | 389.9 | | | | | | 0.7 | | | | | | 390.6 | | |

| Stock repurchases | | | (1.9) | | | | | | — | | | | | | (13.0) | | | | | | (68.6) | | | | | | — | | | | | | (81.6) | | | | | | — | | | | | | (81.6) | | |

| Noncontrolling interest investments | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.4) | | | | | | (0.4) | | |

In instances where SSP is not directly observable, we determine SSP using information that may include market conditions and other observable inputs.

Service

Subscription

The unbilled receivables were $33.6 million and $39.5 million at the end of 2022 and 2021.

At the end of 2022 and 2021, our allowance for credit losses was $5.9 million and $7.0 million.

The provision for credit losses for the years ended 2022, 2021, and 2020 were $7.7 million, $2.6 million, and $7.1 million.

Deferred Costs to Obtain Customer Contracts

Sales commissions incurred in obtaining contracts that include maintenance or subscription revenue are deferred if the contractual term is greater than a year or if renewals are expected, and the renewal commission is not commensurate with the initial commission.

These commission costs are deferred and amortized over the estimated benefit period, which is either the contract term or the shorter of customer life or product life that ranges from three to seven years.

Contracts with an amortization period of a year or less from this deferral requirement are expensed as incurred.

At the end of 2022 and 2021, deferred costs to obtain customer contracts were $74.7 million and $59.7 million.

These costs are included in Other non-current assets in the Consolidated Balance Sheets.

Amortization expense related to deferred costs to obtain customer contracts was $32.0 million, $25.9 million, and $22.8 million, for 2022, 2021, and 2020.

This expense is included in Sales and marketing expense in our Consolidated Statements of Income.

Warranty

We accrue for warranty costs as part of our cost of sales based on associated material product costs, technical support labor costs, and costs incurred by third parties performing work on our behalf.

Our expected future cost is primarily estimated based upon historical trends in the volume of product returns within the warranty period and the cost to repair or replace the equipment.

When products sold include warranty provisions, they are covered by a warranty for periods ranging from one year to two years.

Accrued warranty expenses of $11.7 million and $17.1 million are included in Other current liabilities in the Consolidated Balance Sheets at the end of 2022 and 2021.

The above-mentioned foreign currency contracts are marked-to-market through earnings every reporting period and generally range in maturity from one to two months, or from four to six months for contracts related to acquisitions.

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.

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

Acquisitions

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

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.

Following the closing, we intend to integrate Transporeon into our Transportation segment for financial reporting purposes.

The Condensed Consolidated Statements of Income include the operating results of the acquired businesses from the date of acquisitions.

The acquisitions were not significant individually or in the aggregate.

[removed: Our management, with the participation of] [added: Management, including] our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the [removed: Securities] Exchange [removed: Act of 1934, as amended (the “Exchange Act”))] [added: Act),] as of the end of the period covered by this report.

Based on such evaluation, our CEO and CFO have concluded [removed: that,] [added: that our disclosure controls and procedures were not effective] as of the end of such [removed: period, our disclosure controls and procedures are effective.][added: period because of the material weakness in internal control over financial reporting described below.]

[removed: Our management, including the CEO and CFO,] [added: Management] does not expect that [removed: our] [added: the] internal control over financial reporting will prevent or detect all [removed: error] [added: errors] and all fraud.

A control system, no matter how [removed: well designed] [added: well-designed] and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

(b) Management’s [added: Annual] Report on Internal Control over Financial Reporting

[removed: Our management] [added: Management] is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

[removed: Our] [added: The] internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

[removed: Our management, including the CEO and CFO,] [added: Management] conducted an evaluation of the effectiveness of [removed: our] [added: the] internal control over financial reporting based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

The effectiveness of our internal control over financial reporting at the end of [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] 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.

Based on the assessment by management, it was determined that the Company’s internal control over financial reporting was not effective due to a material weakness related to the accounting for the Company’s business combination of Transporeon.

This included lack of appropriate oversight of third-party valuation specialists and insufficient design and operating effectiveness of management review controls, including controls over the completeness and accuracy of certain assumptions used in the valuation of acquired intangible assets.

The Company corrected an error, which resulted in an adjustment of $34 million between goodwill and developed technology intangibles, net of tax.

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

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

Remediation Plan for Material Weakness

Management, with the oversight of the Audit Committee, is currently taking actions to remediate the material weakness and is implementing additional processes and controls to address the underlying causes associated with the material weakness described above.

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

The material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

We believe the measures described above will remediate the control deficiencies we have identified and strengthen our internal control over financial reporting.

We are committed to continuing to improve our internal control processes and will continue to review, optimize, and enhance our financial reporting controls and procedures.

The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments, and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations.

As we continue to evaluate and take actions to improve our internal control over financial reporting, we may determine to take additional actions to address control deficiencies or determine to modify certain of the remediation measures described above.

[Table of Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

We have excluded from our evaluation of the internal control over financial reporting the businesses acquired in 2022, which are included in the December 30, 2022 consolidated financial statements and constituted less than 1% of tangible assets and net assets, respectively, as of December 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 2022.

Rule 10b5-1 Trading Plan

On November 2, 2023, Mark Schwartz, Senior Vice President, and an officer for purposes of Section 16 of the Exchange Act as of the date of this filing, entered into a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The trading arrangement was entered into during an open trading window and provides for potential sales of our common stock of up to 12,344 shares between April 15, 2024 and October 16, 2024.

None.

[Table of [removed: Contents](#i33743bc37eaa4c9696676ec252553cfe_13)][added: Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)]

The information required by this item relating to executive officers is set forth above in [Item 1 [removed: Business](#i33743bc37eaa4c9696676ec252553cfe_19)] [added: Business](#id1873d0d3e774e6a8e3e1363725e4d58_22)] Overview under the caption “Executive Officers.”

[Table of [removed: Contents](#i33743bc37eaa4c9696676ec252553cfe_13)][added: Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)]

| [Consolidated Balance [removed: Sheets](#i33743bc37eaa4c9696676ec252553cfe_91)] [added: Sheets](#id1873d0d3e774e6a8e3e1363725e4d58_133)] | | | [removed: [52](#i33743bc37eaa4c9696676ec252553cfe_91)] [added: [44](#id1873d0d3e774e6a8e3e1363725e4d58_133)] | | |

| [Consolidated Statements of [removed: Income](#i33743bc37eaa4c9696676ec252553cfe_97)] [added: Income](#id1873d0d3e774e6a8e3e1363725e4d58_139)] | | | [removed: [53](#i33743bc37eaa4c9696676ec252553cfe_97)] [added: [45](#id1873d0d3e774e6a8e3e1363725e4d58_139)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i33743bc37eaa4c9696676ec252553cfe_100)] [added: Income](#id1873d0d3e774e6a8e3e1363725e4d58_145)] | | | [removed: [54](#i33743bc37eaa4c9696676ec252553cfe_100)] [added: [46](#id1873d0d3e774e6a8e3e1363725e4d58_145)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i33743bc37eaa4c9696676ec252553cfe_106)] [added: Equity](#id1873d0d3e774e6a8e3e1363725e4d58_151)] | | | [removed: [55](#i33743bc37eaa4c9696676ec252553cfe_106)] [added: [47](#id1873d0d3e774e6a8e3e1363725e4d58_151)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i33743bc37eaa4c9696676ec252553cfe_112)] [added: Flows](#id1873d0d3e774e6a8e3e1363725e4d58_154)] | | | [removed: [56](#i33743bc37eaa4c9696676ec252553cfe_112)] [added: [48](#id1873d0d3e774e6a8e3e1363725e4d58_154)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i33743bc37eaa4c9696676ec252553cfe_115)] [added: Statements](#id1873d0d3e774e6a8e3e1363725e4d58_157)] | | | [removed: [57](#i33743bc37eaa4c9696676ec252553cfe_115)] [added: [49](#id1873d0d3e774e6a8e3e1363725e4d58_157)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i33743bc37eaa4c9696676ec252553cfe_163)] [added: Firm](#id1873d0d3e774e6a8e3e1363725e4d58_208)] | | | [removed: [77](#i33743bc37eaa4c9696676ec252553cfe_163)] [added: [72](#id1873d0d3e774e6a8e3e1363725e4d58_208)] | | |

[Table of [removed: Contents](#i33743bc37eaa4c9696676ec252553cfe_13)][added: Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)]

| 3.2 | | | [Amended and Restated By-Laws of Trimble [removed: Inc. (effective October 1, 2020)](https://www.sec.gov/Archives/edgar/data/864749/000086474920000134/bylaws2020-09x29.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/864749/000086474923000205/ex31trimble-amendedandrest.htm)[,](https://www.sec.gov/Archives/edgar/data/864749/000086474923000205/ex31trimble-amendedandrest.htm) [effective](https://www.sec.gov/Archives/edgar/data/864749/000086474923000205/ex31trimble-amendedandrest.htm) [December 6, 2023](https://www.sec.gov/Archives/edgar/data/864749/000086474923000205/ex31trimble-amendedandrest.htm)] | | | Exh. 3.1 to Form 8-K filed [removed: Sep. 30, 2020] [added: Dec. 11, 2023] | | |

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

| [removed: 4.3(A)] [added: 4.2(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) | | | Exh. 4.2 to Form S-3 filed Oct. 30, 2014 | | |

| [removed: 4.3(B)] [added: 4.2(B)] | | | [First Supplemental Indenture, dated November 24, 2014, between the Company and U.S. Bank National Association (which includes Form of 4.750% Senior Note due 2024)](http://www.sec.gov/Archives/edgar/data/864749/000119312514423565/d826171dex41.htm) | | | Exh. 4.1 to Form 8-K filed Nov. 24, 2014 | | |

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

| [removed: 4.3(D)] [added: 4.2(D)] | | | [Third Supplemental Indenture, dated June 15, 2018, between the Company and U.S. Bank National Association (which includes Form of 4.150% Senior Note due 2023 and Form of 4.900% Senior Note due 2028)](http://www.sec.gov/Archives/edgar/data/864749/000119312518194378/d757275dex41.htm) | | | Exh. 4.1 to Form 8-K filed [removed: June] [added: Jun.] 15, 2018 | | |

| [removed: 10.1(B)] [added: 10.2+] | | | [removed: [First Amendment to Lease] [added: [Form of Indemnification Agreement] between the Company and [removed: Carr NP Properties, LLC](http://www.sec.gov/Archives/edgar/data/864749/000119312511050403/dex1023.htm)] [added: its officers and directors](http://www.sec.gov/Archives/edgar/data/864749/000119312517344178/d487192dex101.htm)] | | | Exh. [removed: 10.23] [added: 10.1] to Form [removed: 10-K] [added: 8-K] filed [removed: Mar. 1, 2011] [added: Nov. 15, 2017] | | |

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

| [removed: 10.2(B)] [added: 10.1(D)] | | | [removed: [364-Day Bridge Facility Commitment Letter,] [added: [Term Loan Credit Agreement,] dated December [removed: 11,] [added: 27,] 2022, by and among [added: Trimble Inc.,] the [removed: Company, BofA Securities, Inc. and] [added: lenders](https://www.sec.gov/Archives/edgar/data/864749/000086474922000205/exhibit101-termloancredita.htm) [party thereto](https://www.sec.gov/Archives/edgar/data/864749/000086474922000205/exhibit101-termloancredita.htm)[,](https://www.sec.gov/Archives/edgar/data/864749/000086474922000205/exhibit101-termloancredita.htm) [and] Bank of America, [removed: N.A.](https://www.sec.gov/Archives/edgar/data/864749/000119312522302877/d375668dex101.htm)] [added: N.A., as administrative agent](https://www.sec.gov/Archives/edgar/data/864749/000086474922000205/exhibit101-termloancredita.htm)] | | | Exh. 10.1 to Form 8-K filed Dec. [removed: 12,] [added: 30,] 2022 | | |

| [removed: 10.2(C)] [added: 10.1(B)] | | | [removed: [Term Loan Credit Agreement, dated December] [added: [Amendment No. 1](https://www.sec.gov/Archives/edgar/data/864749/000086474922000205/exhibit102-amendedcreditag.htm)[,](https://www.sec.gov/Archives/edgar/data/864749/000086474922000205/exhibit102-amendedcreditag.htm) [](https://www.sec.gov/Archives/edgar/data/864749/000086474922000205/exhibit102-amendedcreditag.htm)[dated](https://www.sec.gov/Archives/edgar/data/864749/000086474922000205/exhibit102-amendedcreditag.htm) [December] 27, [removed: 2022, by and among Trimble Inc., the lenders from time to time party thereto and Bank of America, N.A., as administrative agent.](https://www.sec.gov/Archives/edgar/data/864749/000086474922000205/exhibit101-termloancredita.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/864749/000086474922000205/exhibit102-amendedcreditag.htm)[,](https://www.sec.gov/Archives/edgar/data/864749/000086474922000205/exhibit102-amendedcreditag.htm) [to Credit Agreement](https://www.sec.gov/Archives/edgar/data/864749/000086474922000205/exhibit102-amendedcreditag.htm) [of March 2](https://www.sec.gov/Archives/edgar/data/864749/000086474922000205/exhibit102-amendedcreditag.htm)[4, 20](https://www.sec.gov/Archives/edgar/data/864749/000086474922000205/exhibit102-amendedcreditag.htm)[22](https://www.sec.gov/Archives/edgar/data/864749/000086474922000205/exhibit102-amendedcreditag.htm)] | | | Exh. [removed: 10.1] [added: 10.2] to Form 8-K filed Dec. 30, 2022 | | |

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

| [removed: 10.5+] [added: 10.4+] | | | [Incentive Compensation Recoupment [removed: Policy](http://www.sec.gov/Archives/edgar/data/864749/000134100417000306/ex99_1.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/864749/000086474923000191/a101trimbleincentivecompre.htm)[, as amended September 24, 2023](https://www.sec.gov/Archives/edgar/data/864749/000086474923000191/a101trimbleincentivecompre.htm)] | | | Exh. [removed: 99.1] [added: 10.1] to Form [removed: 8-K] [added: 10-Q] filed [removed: May 8, 2017] [added: Nov. 3, 2023] | | |

| [removed: 10.6+] [added: 10.5+] | | | [Deferred Compensation Plan, as amended August 26, 2020](https://www.sec.gov/Archives/edgar/data/864749/000086474920000148/ex102deferredcompplan.htm) | | | Exh. 10.2 to Form 10-Q filed Nov. 6, 2020 | | |

| [removed: 10.7+] [added: 10.6+] | | | [Age and Service Equity Vesting [removed: Program](https://www.sec.gov/Archives/edgar/data/864749/000086474921000137/trmb-3rdq2021xex101.htm)[,] [added: Program](https://www.sec.gov/Archives/edgar/data/864749/000086474923000077/a105ageandserviceequityves.htm)[,] as [removed: amended August 6, 2021](https://www.sec.gov/Archives/edgar/data/864749/000086474921000137/trmb-3rdq2021xex101.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/864749/000086474923000077/a105ageandserviceequityves.htm) [March 20, 2023](https://www.sec.gov/Archives/edgar/data/864749/000086474923000077/a105ageandserviceequityves.htm)] | | | Exh. [removed: 10.1] [added: 10.5] to Form 10-Q filed [removed: Nov. 4, 2021] [added: May 3, 2023] | | |

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

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

| [removed: 10.9(A)+] [added: 10.8(A)+] | | | [2002 Stock Plan, as amended April 6, 2020](https://www.sec.gov/Archives/edgar/data/864749/000086474920000039/trimble-2020proxystatement.htm) | | | App. B of Form DEF 14A filed Apr. 15, 2020 | | |

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

| [removed: 10.9(C)+] [added: 10.8(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) | | | Exh. 10.3 to Form 10-Q filed Nov. 7, 2014 | | |

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

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

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

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

| [removed: 10.9(H)+] [added: 10.8(I)+] | | | [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) | | | Exh. 10.4 to Form 10-Q filed Aug. 8, 2017 | | |

| [removed: 10.9(I)+] [added: 10.8(J)+] | | | [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) | | | Exh. 10.5 to Form 10-Q filed Aug. 8, 2017 | | |

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

| [removed: 10.9(K)+] [added: 10.8(L)+] | | | [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) | | | Exh. 10.9(K) to Form 10-K filed Feb. 28, 2020 | | |

| [removed: 10.9(L)+] [added: 10.8(M)+] | | | [2002 Stock Plan - Form of performance stock unit award agreement [removed: (officers, TSR-based)](https://www.sec.gov/Archives/edgar/data/864749/000086474920000118/ex102formprsuofficers2.htm)] [added: (TSR-based, 2021 revision)](https://www.sec.gov/Archives/edgar/data/864749/000086474921000109/trmb-2ndq2021xex102.htm)] | | | Exh. 10.2 to Form 10-Q filed Aug. [removed: 7, 2020] [added: 9, 2021] | | |

| [removed: 10.9(M)+] [added: 10.8(N)+] | | | [2002 Stock Plan - Form of performance stock unit award agreement [removed: (ARR-based)](https://www.sec.gov/Archives/edgar/data/864749/000086474921000109/trmb-2ndq2021xex101.htm)] [added: (TSR-ARR-ESG)](https://www.sec.gov/Archives/edgar/data/864749/000086474922000088/trmb-1stq2022xex101.htm)] | | | Exh. 10.1 to Form 10-Q filed [removed: Aug. 9, 2021] [added: May 5, 2022] | | |

| [removed: 10.9(N)+] [added: 10.8(E)+] | | | [2002 Stock Plan - Form of [removed: performance] stock [removed: unit award] [added: option] agreement [removed: (TSR-based, 2021 revision)](https://www.sec.gov/Archives/edgar/data/864749/000086474921000109/trmb-2ndq2021xex102.htm)] [added: (officers, 2023 revision)](https://www.sec.gov/Archives/edgar/data/864749/000086474923000077/a1022002stockplan-formofst.htm)] | | | Exh. 10.2 to Form 10-Q filed [removed: Aug. 9, 2021] [added: May 3, 2023] | | |

| [removed: 10.9(O)+] [added: 10.8(P)+] | | | [2002 Stock Plan - Form of performance [removed: stock unit] [added: RSU] award agreement [removed: (TSR-ARR-ESG)](https://www.sec.gov/Archives/edgar/data/864749/000086474922000088/trmb-1stq2022xex101.htm)] [added: (ARR and TSR with P&P Modifier)](https://www.sec.gov/Archives/edgar/data/864749/000086474923000077/a1042002stockplan-formofpe.htm)] | | | Exh. [removed: 10.1] [added: 10.4] to Form 10-Q filed May [removed: 5, 2022] [added: 3, 2023] | | |

| [removed: 10.10+] [added: 10.9+] | | | [Trimble OneBonus Plan Description](https://www.sec.gov/Archives/edgar/data/864749/000086474921000026/exh101top.htm) | | | Exh. 10.1 to Form 8-K filed Feb. 25, 2021 | | |

| [removed: 10.11+] [added: 10.10+] | | | [Form of Change in Control Severance Agreement between the Company and certain Company officers, together with a schedule identifying material differences in the agreements entered into with specific officers](http://www.sec.gov/Archives/edgar/data/864749/000086474917000066/a101trimble-changeinctrlse.htm) | | | Exh. 10.1 to Form 10-Q filed Aug. 8, 2017 | | |

| [removed: 10.12+] [added: 10.11+] | | | [Form of Executive Severance Agreement between the Company and certain Company officers, together with a schedule identifying material differences in the agreements entered into with specific officers](http://www.sec.gov/Archives/edgar/data/864749/000086474917000066/a102trimble-executivesever.htm) | | | Exh. 10.2 to Form 10-Q filed Aug. 8, 2017 | | |

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

| [removed: 10.14+] [added: 10.13+] | | | [Executive Severance Agreement between the Company and [removed: Steven W. Berglund] [added: Robert G. Painter] dated [removed: February 20, 2019](http://www.sec.gov/Archives/edgar/data/864749/000086474919000006/a102trimble-executivesever.htm)] [added: January 4, 2020](https://www.sec.gov/Archives/edgar/data/864749/000086474921000029/ex1016painterexecsev.htm)] | | | Exh. [removed: 10.2] [added: 10.16] to Form 10-K filed Feb. [removed: 22, 2019] [added: 26, 2021] | | |

| 21.1 | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/864749/000086474923000012/ex211202210k.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/864749/000086474924000047/ex211202310k.htm)] | | | Filed herewith | | |

| 23.1 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/864749/000086474923000012/ex231202210k.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/864749/000086474924000047/ex231202310k.htm)] | | | Filed herewith | | |

| 31.1 | | | [Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/864749/000086474923000012/ex311202210k.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/864749/000086474924000047/ex311202310k.htm)] | | | Filed herewith | | |

| 2.2 | | | [Sale and Contribution Agreement, dated September 28, 2023, by and among the Company, Trimble Solutions, LLC, and AGCO Corporation](https://www.sec.gov/Archives/edgar/data/864749/000119312523246101/d488964dex101.htm) | | | Exh. 10.1 to Form 8-K/A filed Sep. 29, 2023 | | |

| 4.2(E) | | | [Fourth Supplemental Indenture, dated March 9, 2023, between](https://www.sec.gov/Archives/edgar/data/864749/000119312523066227/d471542dex41.htm) [the Company](https://www.sec.gov/Archives/edgar/data/864749/000119312523066227/d471542dex41.htm) [and U.S. Bank National Association (which includes Form of 6.100% Senior Note due 2033)](https://www.sec.gov/Archives/edgar/data/864749/000119312523066227/d471542dex41.htm) | | | Exh. 4.1 to Form 8-K filed March 9, 2023 | | |

| 10.1(C) | | | [Amendment No.](https://www.sec.gov/Archives/edgar/data/864749/000086474923000173/a101amend2tocreditagmt.htm) [2,](https://www.sec.gov/Archives/edgar/data/864749/000086474923000173/a101amend2tocreditagmt.htm) [dated](https://www.sec.gov/Archives/edgar/data/864749/000086474923000173/a101amend2tocreditagmt.htm) [April 28, 2023](https://www.sec.gov/Archives/edgar/data/864749/000086474923000173/a101amend2tocreditagmt.htm)[,](https://www.sec.gov/Archives/edgar/data/864749/000086474923000173/a101amend2tocreditagmt.htm) [to](https://www.sec.gov/Archives/edgar/data/864749/000086474923000173/a101amend2tocreditagmt.htm) [Credit Agreement](https://www.sec.gov/Archives/edgar/data/864749/000086474923000173/a101amend2tocreditagmt.htm) [of](https://www.sec.gov/Archives/edgar/data/864749/000086474923000173/a101amend2tocreditagmt.htm) [March 24, 2022](https://www.sec.gov/Archives/edgar/data/864749/000086474923000173/a101amend2tocreditagmt.htm) | | | Exh. 10.1 to Form 10-Q filed Aug. 4, 2023 | | |

[Table of Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

| 10.8(O)+ | | | [2002 Stock Plan - Form of performance RSU award agreement (ARR with P&P Modifier)](https://www.sec.gov/Archives/edgar/data/864749/000086474923000077/a1032002stockplan-formofpe.htm) | | | Exh. 10.3 to Form 10-Q filed May 3, 2023 | | |

[Table of Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

February 26, 2024

[Table of Contents](#id1873d0d3e774e6a8e3e1363725e4d58_16)

| /s/ RON NERSESIAN Ron Nersesian | | | | | | Director | | | | | | February 26, 2024 | | |

| /s/ KARA SPRAGUE Kara Sprague | | | | | | Director | | | | | | February 26, 2024 | | |

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

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

| 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) | | | Exh. 10.6 to Form 10-Q filed Aug. 8, 2017 | | |

| 10.2(D) | | | [Amendment No. 1 to Credit Agreement, dated as of December 27, 2022, entered into among Trimble Inc., the lenders party thereto and Bank of America, N.A., as administrative agent.](https://www.sec.gov/Archives/edgar/data/864749/000086474922000205/exhibit102-amendedcreditag.htm) | | | Exh. 10.2 to Form 8-K filed 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) | | | Exh. 10.1 to Form 8-K filed Nov. 15, 2017 | | |

| 10.15+ | | | [Change in Control Severance Agreement between the Company and Robert G. Painter dated January 4, 2020](https://www.sec.gov/Archives/edgar/data/864749/000086474921000029/ex1015paintercic.htm) | | | Exh. 10.15 to Form 10-K filed Feb. 26, 2021 | | |

| 10.16+ | | | [Executive Severance Agreement between the Company and Robert G. Painter dated January 4, 2020](https://www.sec.gov/Archives/edgar/data/864749/000086474921000029/ex1016painterexecsev.htm) | | | Exh. 10.16 to Form 10-K filed Feb. 26, 2021 | | |

February 17, 2023

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

| /s/ STEVEN W. BERGLUND Steven W. Berglund | | | | | | Director | | | | | | February 17, 2023 | | |

| /s/ ANN FANDOZZI Ann Fandozzi | | | | | | Director | | | | | | February 17, 2023 | | |

| /s/ SANDRA MACQUILLAN Sandra MacQuillan | | | | | | Director | | | | | | February 17, 2023 | | |