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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

trimble - logo.jpg
FORM 10-K
☒
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 29, 2017
OR
For the fiscal year ended December 29, 2023
¨or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from   to
For the transition period from                      to                     
Commission File Number: 001-14845

TRIMBLE INC.
(Exact name of Registrant as specified in its charter)
Delaware
94-2802192
(State or other jurisdiction of
incorporation or organization)
94-2802192
(I.R.S. Employer
Identification No.)Number)
935 Stewart Drive, Sunnyvale, CA94085
(Address of principal executive offices)(Zip Code)
10368 Westmoor Drive, Westminster, CO 80021
(Address of principal executive offices) (Zip Code)
(720) 887-6100
(Registrant’s telephone number, including area code: (408) 481-8000code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which stock registered
Common Stock, $0.001 par value TRMBNASDAQ Global Select Market
Preferred Share Purchase RightsNASDAQ Global Select Market
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
    Yes  ý☒    No  ¨☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
    Yes  ¨ ☐ No  ý☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý☒    No  ¨☐
Indicate by check mark whether the registrant has submitted electronically, and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý☒    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

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Large Accelerated Filerý☒Accelerated Filer¨☐
Non-accelerated Filero☐(Do not check if a smaller reporting company)Smaller Reporting Company¨☐
Emerging Growth Companyo☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨☐    No  ý

☒
As of June 30, 2017,2023, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $9.0$13.1 billion based on the closing price as reported on the NASDAQ Global Select Market. Shares of common stock held by each officer and director of the registrant have been excluded in that such person may be deemed to be an affiliate. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
ClassOutstanding at February 22, 201820, 2024
Common stock, $0.001 par value248,266,451 245,687,181 shares


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DOCUMENTS INCORPORATED BY REFERENCE
Certain partsSome of Trimble Inc. Proxy Statementthe 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 to be held on May 1, 2018 (the “Proxy Statement”) are incorporated by reference into Part III, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K.report relates.



SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-Kreport contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to the “safe harbor” created by those sections. These statements include, among other things:
•general U.S. and global macroeconomic outlook, including slowing growth, inflationary pressures, and increases in interest rates;
•economic disruptions caused by potential impact of volatility and conflict in the political and economic environment, including the conflicts in the Middle East and between Russian and Ukraine;
•our belief that inflationary cost pressures will diminish over time as supply chain conditions continue to normalize;
•fluctuations in foreign currency exchange rates;
•our ability to convert backlog to revenue;
•the cyclical nature of our hardware revenue;
•our expectations that we will experience less seasonality in the future;
•the portion of our revenue comingexpected to come from sales to customers located in countries outside of the U.S.;
seasonal fluctuations in our construction equipment revenues, agricultural equipment revenues, global macroeconomic conditions, and expectations that we may experience less seasonality in the future;
•our plans to continue to invest in research and development to actively developfor the active development and introduceintroduction of new products and to deliver targeted solutions to the markets we serve;
a continued•our shift in revenue towards a more significant mix of software, recurring revenue, and services;revenue;
•our belief that increases in recurring revenue from our software and solutions will provide us with enhanced business visibility over time;
•risks associated with our growth strategy, focusing on historically underserved large markets;
•any anticipated benefits or impact to our results of operations and financial conditions from our acquisitions and our ability to successfully integrate the acquired businesses;
•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”);
•our belief that our cash and cash equivalents and short-term investments, togetherborrowings, along with borrowings under our 2014 Credit Facility,cash provided by operations, will be sufficient in the foreseeable future to meet our anticipated operating cash needs, including expenditures related to our Connect and Scale strategy, debt service, planned capital expenditures, and stock repurchases, underand any acquisitions;
•tax payments or refunds related to research and development (“R&D”) costs;
•our belief that our gross unrecognized tax benefits will not materially change in the next twelve months;
•our discretion to conduct, suspend, or discontinue our stock repurchase program for at leastsubject to the next twelve months;discretion of our management; and
fluctuations in interest rates•our commitments to environmental, social, and foreign currency exchange rates; and
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.

governance matters.
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 expectations estimates, forecasts, and projections about the industries in which Trimble operates and the beliefs and assumptions of theour management of Trimble.that are subject to risks and uncertainties. Discussions containing such forward-looking statements may be found in Item 1A “Risk Factors” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In some cases, forward-lookingOperations” section of this report. Forward-looking statements generally can be identified by terminologywords 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 are not limited to, those discussed in this Reportreport under the section entitled “Risk Factors” and elsewhere, and in other reports Trimble fileswe 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. These forward-looking statements are made as of the date of this Annual Report on Form 10-K.report. We reserveundertake no obligation to revise or publicly release the rightresults of any revision to update these forward-looking statements, for any reason, including the occurrence of material events. Theexcept as required by law. Given these 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.readers are cautioned not to place undue reliance on such forward-looking statements.

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TRIMBLE INC.
20172023 FORM 10-K ANNUAL REPORT
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PART I
Item 1
1
Item 1A
12
PART I
Item 11B
625
Item 1A1C
Risk FactorsCybersecurity
1525
Item 1B2
26
Item 23
26
Item 34
27
Item 4
Mine Safety Disclosures
2726
PART II
Item 5
2827
Item 6
2928
Item 7
3029
Item 7A
5042
Item 8
5244
Item 9
8976
Item 9A
8976
Item 9B
8977
Item 9C
77
PART III
Item 10
9078
Item 11
9078
Item 12
9078
Item 13
9078
Item 14
9078
PART IV
Item 15
9179
Item 16
9179
9182


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PART I
Item 1.Business

Item 1.Business
Trimble Inc., a Delaware corporation, is a leading provider of technology solutions provider that enableenables office and mobile professionals to connect their workflows and field mobile workersasset lifecycles to improve or transform their work processes. Ourdrive a more productive, sustainable future. With a focus on the industries that feed, build, and move the world, the comprehensive work processdepth and breadth of our solutions are used across a rangeis transforming the way the world works, making it easier for Trimble customers to focus on what matters—getting the job done right.
We innovate at the intersection of the digital and physical worlds with solutions that span the world’s foundational industries including agriculture, architecture,building, civil engineering,and infrastructure construction, geospatial, survey and land administration, construction, geospatial, government,mapping, agriculture, natural resources, utilities, transportation, and utilities. Representative Trimble customers include engineeringgovernment.
We exist to empower our customers: asset owners, general and construction firms,specialty contractors, surveying companies, farmersengineers and designers, surveyors, agricultural companies transportation and logistics companies,farmers, energy and utility companies, trucking companies and drivers, as well as state, federal, and municipal governments.
We transformProductivity and sustainability are at the wayheart of who we are—woven into our work internally and through our customers’ application of our technologies. Our solutions provide customers with the ability to improve their work quality while being safe, efficient, and sustainable. More than that, our products enable reduced environmental impact in our markets, ranging from reduced greenhouse gas (“GHG”) emissions to improved water stewardship.
Today’s work requires solutions for an interconnected world, works by delivering products and servicesno matter the industry. Trimble offers a diverse range of coherent capabilities that connect the physicalapplications, data, workflows, and digital worlds. Coremobile technologies usedto more efficiently orchestrate work, often in mixed fleet environments. Our advanced positioning modeling, connectivity and data analyticsautonomous guidance capabilities enable customers to improve productivity, quality, safety, and sustainability. Our products are sold based on return on investment and provide benefits such as lower operational costs, higher productivity, improved quality, enhanced safety and regulatory compliance, and reduced environmental impact. Representative products include equipment that automates and enables increased precision withinwith large industrial equipment, such as agricultural tractors and bulldozers;construction bulldozers. We offer integrated systems that track and manage fleets of vehicles, and workersimprove the driver experience, and provide real-time informationlogistical analytics and analyticsinsights back to the back-office; data collectionoffice. Our connected reality capture systems that enable the management of large amounts of geo-referenced information;information, and our software solutions that connect all aspects of a construction sitefleet, a farm, or a farm; andlane, while our collaborative building information modeling ("BIM"(“BIM”) software that issolutions are used throughout the design, build, and operation of buildings.the built environment.
ManyWe focus on integrating our software application and cloud capabilities to create vertically-focused, system-wide solutions that transform how work is done. The integration of sensors, software, hardware, and data in our portfolio gives us a unique ability to provide detailed insights for our customers to improve their specific workflows.
Our strategy is centered on the concept of open industry clouds and underlying common data environments as the nucleus of our products integrate real-time positioning or location technologies with wireless communicationsconnected solutions, allowing all stakeholders to collaborate and software or information technologies. Information about location or position is transmitted viamake decisions based on the same information. In construction, we connect teams across the design, build, and operational phases of a wireless linkproject. In agriculture, we continue to a domain-specific software application which enhances the productivity of the worker, asset, or work process. Position is provided through a number of technologies including the Global Positioning System ("GPS"), other Global Navigation Satellite Systems ("GNSS")develop connected farm solutions to optimize operations for agricultural production and protection. Meanwhile, our connected supply chain solutions provide transportation companies and their augmentation systems,drivers with tools to enhance fuel efficiency, safety, transparency, and systems that use laser, optical, inertial or other technologies to establish real-time position. Integration of wireless communications in our solutions facilitates real-time data flow, communicationsustainability throughout their connected fleets.
Connected software applications and situational awareness within sites and between work sites or vehicles and offices.
Software is acloud platform services are key element of mostelements of our solutions and accountsaccount for a steadily increasing portion of our business. Our software enhances a broad range of other products and services rangesystems to allow our customers to optimize their work toward targeted outcomes and improve their decision-making and productivity. Ranging from embedded, real-time firmware to application software that integrates field data with large scalelarge-scale enterprise back-office applications. Manysystems, many of our software solutions are built on configurableextensible and enterprise grade scalable platforms that can be tailored to the workflows that our customers follow to implement theirby users for customized business processes. Ourprocesses and workflows. Trimble software capabilities include extensive 3-Dthree-dimensional (“3D”) modeling, analysis, planning and design solutions civil engineering alignment selection solutions, design and data preparation software, BIM software, cloud-based collaboration solutions, applications for advanced surveying and geospatial data collection and analysis, as well as a large suite of domain-specific software applications used across a host of industries including construction, geospatial, agriculture, construction, utilities, and transportation.
Our software is sold as a perpetual licenselicenses, term licenses, or as a subscription services and can be deliveredprovisioned for on-premise, installation or in aand increasingly, hosted environment as Software as a Service ("SaaS"(“SaaS”). Our software products allowWe are extending our customerscapabilities to optimize their work processes for targeted outcomes, improve their productivity, gain insight into their projectsrun in multi-cloud environments, while delivering our unique value via domain-specific workflows and operations, to enhance their decision making and to gain maximum benefit from a broad range of other Trimble products and systems.lifecycle management in our target industries.
Our global operations include major research, development, manufacturing, orand logistics operations in the United States, Sweden,the Netherlands, India, Germany, Finland, Germany,Canada, New Zealand, Canada, the United Kingdom, the Netherlands, China, and India. Products are sold in more than 100 countries, through dealers, representatives, joint ventures and other channels throughout the world, as well as direct sales to end-users. Sales are supported by our own offices located in over 40 countries around the world.Sweden.
We began operations in 1978 and were originally incorporated in California as Trimble Navigation Limited in 1981. On October 1, 2016, Trimble Navigation Limited changed its name to Trimble Inc. and changed its state of incorporation from the State of California to the State of Delaware. Our common stock has been publicly traded on NASDAQ since 1990 under the symbol TRMB.

Business Strategy
Our growth strategy is centered on multiple elements:
•Executing on our Connect and Scale strategy.We continue to focus on executing our multi-year platform strategy. This strategy contains two elements.
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◦The first element, Connect, aims to connect more customer workflows, industry lifecycles, and solution offerings, so that we can continue to transform the way our customers work. This includes integrating more of our customers’ data through cloud offerings and making more of our solutions available on a subscription basis. For example, our flagship design and construction platform solution, Trimble Connect, enables entire project teams to collaborate in real-time between the office and the field to make efficient decisions around the same data-rich design model enhanced by our cloud capabilities. Our Trimble Construction Cloud 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 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.
◦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. When end users interact on a shared, online platform, the overall value that is created increases as the number of end-user participants increases. This network effect means that the willingness of developers, partners, or end users to engage increases as the number of network participants grows, which further enhances the platform experience and end-user value. Scale also aims to invest in the people, processes, and technologies that are necessary to streamline and standardize our internal processes; provide a seamless experience for our customers as they engage with our connected solutions; and enable us to continue to grow our business efficiently and effectively for many years into the future.
•Increasing focus on software and 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. We generally have an open application programming interface philosophy and open vendor environment, which leads to increased adoption of our software and analytics offerings. These software and services solutions integrate and optimize additional workflows for our customers, thereby improving their work productivity, and in the case of subscription, maintenance, and support services, also provide us with enhanced business visibility over time. Professional services constitute an additional customer offering that helps our customers integrate and optimize the use of our offerings in their environment.
•Focus on attractive markets with significant growth and profitability potential - 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 multi-trillion dollarmultitrillion-dollar global industries whichthat operate in demanding environments with technology adoption in the early phases relative to other industries. With the emergence of mobile and cloud computing capabilities, the increasing technological know-how of end users,

and compelling return on investment, we believe many of our markets are attractive for substituting Trimble’s technology and solutions in place of traditional operating methods.
•Domain knowledge and technological innovation that benefit a diverse customer base - 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&D”) and acquisitions. We have been spending approximately 14% to 15% of revenue over the past several years on R&D and currently have over 1,2001,000 unique patents. We intend to continue to take advantagepatents reflective of our technology portfolio and deep domain knowledge to quickly and cost-effectively deliver specific, targeted solutions quickly and cost-effectively to each of the vertical markets we serve. Our patent portfolio is continuously updated with new patent grants that emerge from our investments in research and development. We look for opportunities where the opportunity for technological change is high and whichthat have a requirement for the integration of multiple technologies into complete vertical solutions.
Increasing focus on software and 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. Trimble generally has an open application programming interface philosophy and open vendor environment which leads to increased adoption of our software and analytics offerings. We believe that increased recurring revenue from these solutions will provide us with enhanced business visibility over time. Professional services constitute an additional growth channel that helps our customers integrate and optimize the use of our offerings in their environment.
•Geographic expansion with localization strategy - 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. We currently have a physical presenceProducts are sold in more than 150 countries, through dealers, joint ventures, 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 over 40 countries and distribution channels in over 100 countries. In 2017, over 50% of our sales were to customers located in countries outside ofaround the U.S.
world.
•Optimized go to marketgo-to-market strategies to best access our markets - 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. These go-to-market capabilities include independent dealers, joint ventures original equipment manufacturers ("OEM") sales,including with Caterpillar and Nikon, OEM, and distribution alliances with key partners, such as CNH Global, Caterpillar and Nikon, as well as direct sales to end-users, thatend users, which provide us with broad market reach and localization capabilities to effectively serve our markets.
•Strategic acquisitions, - Organicjoint ventures, and 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, orand distribution capabilities that augment our portfolio and allow us to penetrate existing
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markets more effectively, or to establish a market beachhead. Our success in targeting and effectively integrating acquisitions is an important aspect of our growth strategy.
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.
•Sustainability. The global economy is experiencing a fundamental shift toward sustainability driven through broad stakeholder engagement, with a focus on decarbonization. Historically, through delivering productivity and efficiency gains, Trimble products have delivered sustainability for our customers, and we envision more opportunities to deliver expanded carbon reductions and other sustainability benefits, such as water management in agriculture and utilities.
Our focus on these growth drivers has led over time to growth in revenue and profitability and an increasingly diversified business model. 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 an increasing number of enterprise-level customer relationships.
Business Segments and Markets
Our segments are distinguished by the markets they serve. Each segment consists of businesses whichthat are responsible for product development, marketing, sales, strategy, and financial performance. In March 2017, we effected a change in the reporting of our segment financial results to better reflect our customer base and end markets. Beginning with the first quarter of fiscal 2017, we began reportingWe report our financial performance, including revenuesrevenue and operating income, based on four new reportable segments: Buildings and Infrastructure, Geospatial, Resources and Utilities, and Transportation. Comparative period financial information by reportable segment has been recast to conform with the current presentation. For further financial information about our segments, see Note 6 to the consolidated financial statements.7 “Reporting Segment and Geographic Information” of this report.
Buildings and Infrastructure
The Buildings and Infrastructure segment primarily serves architects, engineers, contractors, owners,customers working in architecture, engineering, construction, design, asset management, operations, and operators.maintenance. Within this segment, our most substantial product portfolios are focused on building and civil engineering and construction, and building construction.
Civil Engineering and Construction. Before dirt is ever moved in civil construction, feasibility, design, and scheduling are critical steps to site construction. Trimble provides the industry with a continuum of field solutions, software solutions, and services at every stage of the project - fromcapital planning, and design, toasset management.
Building Construction.Our building construction operation and maintenance. Our civil construction solutions are used in civil infrastructure such as roads, railways, airports, land management, solar farms, marinas, and landfills. Our solutions are used across the entire project life cycle to improve productivity, reduce waste and re-work, and enable more informed decision making through enhanced situational awareness, data flow, and project collaboration. At the same time, our solutions can improve worker safety and reduce environmental impact. Our suite of integrated solutions and technologies in this area includes field and office software for optimized route selection and design, 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 sharing and communication of data in real time. Together, these solutions are designed to transform how work is done within the heavy civil construction industry.
The Connected Site describes our civil construction market portfolio, which integrates data and information across the entire construction process and across mixed fleets. This includes data from site positioning and machine control systems, construction asset management equipment and services, and various software applications. Utilizing wireless and internet-based site communications infrastructure, our Connected Site solutions include the ability to track and control equipment, perform remote

machine diagnostics, and reduce re-work. By leveraging the Connected Site technology, contractors gain greater insight into their operations, helping them to lower costs and improve productivity, worker safety, and asset utilization.
To bolster the software solutions we provide to the Connected Site, we formed a joint venture with Caterpillar in October of 2008, called VirtualSite Solutions ("VSS"). VSS develops software for fleet management and connected worksite solutions, including subscription-based software as a service solutions. VSS solutions are part of the Connected Site portfolio, and are sold through a world-wide independent dealer channel under the name of SITECH. A separate joint venture with Caterpillar, Caterpillar-Trimble Control Technologies ("CTCT") was formed in 2002 to develop the next generation of advanced electronic guidance and control products for earthmoving machines. The joint venture develops machine control and guidance products that use site design information combined with accurate positioning technology to automatically control dozer blades and other machine tools. Caterpillar generally offers joint venture products as a factory-installed option, while Trimble focuses on the aftermarket with products for mixed fleets of earthmoving machines from Caterpillar and other equipment manufacturers to allow improved management of construction sites and projects. Effective in January 2014, Caterpillar and Trimble amended the joint ventures and related agreements between the parties to expand the range of productivity applications and services the companies will provide, and to support development of comprehensive unified fleet solutions for the construction industry.
During 2017, we announced a number of developments, including the launch of Trimble Earthworks. The Trimble Earthworks platform includes the industry’s first integrated 3D aftermarket excavator automatics capability, as well as a new bulldozer configuration that moves the receivers from the blade to the roof of the cab. The Earthworks grade control application is built on the Android operating system, and runs on a new touch-screen display. We also announced new collaborations with multiple OEMs intended to improve the interoperability of technologies and data for civil engineering and construction projects.
Building Construction. The Trimble Buildings 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, engineers, and facility owners or lessees.engineers. These solutions serve to improve productivity and to enhance data sharing and collaboration across different teams and stakeholders to help keep projects within cost, time, and quality targets. The suite of technologies and solutions we provide to the building industry includes program management solutions for construction owners including software for 3D conceptual design and modeling,modeling; BIM software whichthat is used in design, construction,engineering, and maintenance,construction; enterprise resource planning, project management, and project collaboration for general contractors; and advanced integrated site layout and measurement systems, cost estimating, scheduling, and project controls solutions for contractors,contractors. The suite also includes applications for sub-contractors and construction trades such as steel, concrete, and mechanical, electricalMechanical, Electrical and plumbing,Plumbing (“MEP”); project coordination; and an integrated workplace management services ("IWMS") software suite for real estate management, project coordination, capital program planning and management, and facility management for building owners and program managers.management. In addition, Trimble’sour Trimble Connectcollaboration platform streamlines customer workflows and enables interoperability between Trimble’s and other providers'providers’ solutions. Our joint venture with Hilti, a leading global provider of solutions to the building trades, develops products which integrate Trimble’s positioning and asset management technologies with Hilti’s tools capabilities to create smarter tools and smarter construction sites. Together, theseThese solutions for the building industry serve to automate, streamline, and transform work processes across the building construction industry. Our solutions provide customer benefits such as reduced costs, reduced waste and re-work, increased worker safety and efficiencies, faster project completion times, improved information flow, better decision making, and enhanced quality control.control, and multiple sustainability benefits for our customers.
During 2017,2023, we announced advances in severala number of our software packages and solutions, includingnew developments including: (i) new versions of our Tekla Structure software for structuralimproved 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.
Civil Engineering Construction and Asset Management. Our civil engineering fabrication, and construction teams.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 solutions serve the key industry stakeholders including the asset owners or clients, design engineers, consultants, contractors, sub-contractors, and suppliers. 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
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collaboration. At the same time, our solutions can improve worker safety and reduce environmental impact. Our suite of integrated solutions and technologies in this area includes field and office software for estimating and job cost management and optimized project design and 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. Together, these solutions are designed to transform how work is done within the civil construction industry.
The civil construction market portfolio integrates data and information across the entire construction process and across mixed fleets. This includes data from site positioning and machine control systems, construction asset management equipment and services, and various software applications. Utilizing wireless and internet-based site communications infrastructure, our solutions include the ability to track and control equipment, deploy a 3D model to machines, track progress of work in real-time, and reduce re-work. By leveraging our technology, contractors gain greater insight into their operations helping them to lower costs and improve productivity, worker safety, and asset utilization.
We maintain a joint venture with Caterpillar, Caterpillar-Trimble Control Technologies (“CTCT”), to develop the next generation of advanced electronic guidance and control products for earth-moving machines. The joint venture develops machine control and guidance products that use site design information combined with accurate positioning technology to automatically control dozer blades and other machine tools. We also maintain a joint venture with Hilti, which focuses on the joint development of measuring solutions for the building construction trades and the integration of data for construction management.
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.
We sell and distribute our products in the Building and Infrastructure segment primarily through both a direct sales force and global networks of independent dealersdistributors with expertise and customer relationships in the respective markets, including the network of SITECH Technology Dealers,dealers, which servesserve the civil construction industry.industry, and BuildingPoint is an initiative to form a global network of specialized distribution partners todealers, which serve the needs of the building construction industry by supporting customers in the adoptionindustry. We also sell many of the Trimble Buildings portfolios.our software solutions through our own direct sales force, to asset owners and clients, contractors, sub-contractors, and consulting engineers.
Competitors in this segment are typically companies that provide optical, laser, or GNSS positioning products as well as companies that produce software specific to the construction process. Our principal competitors are Topcon Corporation, Hexagon AB,As we extend our software and Autodesk.services offerings to cover the full set of construction lifecycle management solutions used by construction owners, designers, and construction companies, we increasingly compete with large established companies that offer similar systems across all industries. We compete principally on the basis of innovation, differentiated products, domain expertise, service, quality, and geographic reach.
Geospatial
The Geospatial segment primarily serves customers working in surveying, mapping, engineering, and government. Within this segment, our most substantial product portfolios are focused on surveying and geospatial and geographic information systems ("GIS"(“GIS”).
Surveying and Geospatial. Geospatial.Through our Surveying and Geospatialsurveying 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 survey and geospatial solutions replace less productive conventional methods of surveying, mapping, 2D or 3D modeling,

monitoring, measurement, reporting, and analysis. Our suite of solutions include field basedincludes field-based data collection systems and field software, real time communications systems, and back-office software for data processing, modeling, monitoring, reporting, and analysis. Our field basedfield-based technologies are used in handheld, land mobile, and airborne applications and incorporate technologies such as mobile application software, high precision GNSS, robotic measurement systems, inertial positioning, 3D laser scanning, digital imaging, and optical or laser measurement, and unmanned aerial vehicles.measurement. We maintain a joint venture with Nikon, which focuses on the design and manufacture in Japan of surveying instruments including mechanical total stations and related products. Our office basedoffice-based products include software for planning, data processing and editing, quality control, 3D modeling, intelligent data analysis and feature extraction, deformation monitoring, project reporting, and data export. Our customers in this area gain benefitsbenefit from the use ofusing 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 whichthat enables better decision making.
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Geographic Information Systems.Our GIS product line collects authoritative field data and integrates that data into GIS databases. Our handheld data collection systems allow users to quicklyefficiently and accurately log positions and descriptive information about their assets, ensure the integrity and accuracy of GIS information, and ultimately enable better decision-making. Through a combination of wireless technologies and software solutions, fieldwork results are seamlessly delivered to the back-office GIS andsystems, while mobile workers can also access relevant GIS information remotely. This capability provides significant advantages to users, including improved productivity, accuracy, and access to information in the field.
During 2017,2023, we announced several new developments, including: (i) the release ofscalable and configurable Trimble R580 GNSS Integrated Receiver that includes our industry-leading ProPoint engine; (ii) the newest addition to our scanning portfolio, the Trimble C5X9 3D laser scanning system; and C3,(iii) the next generation of mechanical total stations, to support land survey professionals, and the release of the TrimbleT10 T10x model 2 tablet a rugged high performance data processing platform suitable for a variety of survey and GIS applications. We also announced the availability of themapping professionals. Additionally, we delivered multiple feature releases in our powerful Trimble Catalyst software-defined GNSS receiver through Trimble’s global distribution network. Along with these additions to our product portfolio, we announced enhancements to our industry leading portfolio of geospatial officeAccess field software, with a new version of Trimble Business Center office software, Trimble 4D Control Monitoring software, as well as TerraFlex and the introduction of Trimble Clarity, a new cloud-based application that enables geospatial professionals to easily visualizeTerraOffice enabling productivity gains through improved connectivity, simplicity, and share three-dimensional point cloud data with clients.efficiency enhancements for survey, mapping, and construction professionals.
We sell and distribute our products in the Geospatial segment primarily through a global network of independent dealers and business partners, supported by Trimble personnel. Competitorsdistribution partners. Major competitors in this segment are typically survey instrument companies utilizing GNSS technology such as Topcon Corporationthat provide software-driven 3D measurement and Hexagon AB.imaging solutions. We compete principally based on the basis of robust performance, ease of use, price, interoperability,innovation, differentiated products, integrated workflow solutions, domain expertise, service, quality, and interconnectedness.geographic reach.
Resources and Utilities
The Resources and Utilities segment primarily serves customers working in agriculture, forestry, and utilities. Within this segment, our most substantial product portfolio addresses the agriculture market, including our Trimble Ag and Positioning Services businesses.
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” of this report for additional discussion of this transaction.
Our precision agriculture products and services consist of guidance and positioning systems, including autonomous steering systems, automated and variable-rate application and technology systems, and information management solutions that enable farmers and their partners to improve crop performance, profitability, and environmental quality. TrimbleOur precision agriculture solutions can assist farmers throughout every step of their farming process beginning with land preparation and continuing through the planting, nutrient, and pest management, water management, and harvesting phases of a crop cycle. We provide manual and automated navigation guidance for tractors and other farm equipment used in spraying, planting, cultivating, and harvesting applications. The benefits to the farmer include faster machine operation, higher yields, and lower consumption of fuel and chemicals, thanlower carbon footprint, and improved soil health as compared to conventional equipment. In addition, we provide solutions to automate application of pesticide and seeding. Our water solutions help farmers minimize their water costs and distribute water more efficiently and include applications for leveling agricultural fields for irrigation and aligning drainage systems to better manage water flow in fields, and controlling water application in linear and pivot irrigation systems.fields.
During 2017, we acquired privately-held Müller-Elektronik ("Müller"), a German company specializing in implement control and precision farming solutions. Müller is known for developing, producing, and selling Electronic Control Units ("ECUs") and embedded softwareSoftware solutions that provides vehicle and implement control for tractors, combine harvesters, field sprayers, drill machines, seeders, spreaders, and slurry tankers to improve the management of inputs such as seed, fertilizer and pesticides. Müller was a key contributor in the development of the ISOBUS communication protocol, which allows one terminal to control several implements and machines, regardless of manufacturer. ISOBUS standardizes control settings, reduces downtime and minimizes installation and interface challenges, and simplifies data exchange and machine control. The implement control solutions developed by Müller have now become widely adopted by leading agriculture OEMs and aftermarket channels.

Solutions which use data to enhance farm productivity are an increasing focus in our agriculture business. In 2017, we continued the development and integration of a number of Trimble Agriculture'sOur agricultural software programs and platforms into a single Trimble Ag Software solution. This integrated solution is designedused by farmers to not only help farmers seeking solutions to integrate all of the information

on the farm, butand is also to enableused by advisors, suppliers, and purchasers to share information to help improve efficiencies. Trimble Ag Software enables a chain of custody where the farm can pass critical food safety and sustainability information to processors, distributors, and ultimately to consumers who seek transparency. Trimble Ag SoftwareOur agricultural software enables farmers to make more informed decisions leading to higher yields, better quality crops, increased profitability, and reducedincreased environmental impact.sustainability.
For many of Trimble's end marketour end-market applications and customer needs, the positional accuracy that can be derived from GNSS satellite signals alone is insufficient. In these applications, higher levels of positional accuracy are required. For these situations, Trimble provideswe provide an augmentation service that improves the positional accuracy that is available to the customer,customer; thereby, enabling higher levels of precision and automation in work processes that are conducted in the field. This service is provided by Trimble Positioning Services ("Positioning Services") and is available in a variety of formats and accuracy levels, depending on the relevant application's specific needs. Trimble Positioning Services serves customers in a variety of end markets, including agriculture, construction, geospatial, and other markets, with a majority of its customers being in agriculture.
During 2017, we acquired several forestry businesses including Savcor Oy, a global supplier of forestry solutions for performance optimization and enterprise management, Silvadata, a provider of cloud-based data, collaboration and workflow automation services to small- and medium-sized forestry companies, and BOS Forestry, a provider of collaboration, harvesting, production and lumber sale solutions. The acquisitions of these forestry businesses will expand our technology offerings to the forestry industry. With the completion of these acquisitions, Trimble's forestry portfolio offers land, forest, and fiber management solutions that improve the productivity and operations for some of the world's most recognized integrated forest product companies, forest land owners, timberland investment entities, conservation groups, and state and federal departments. Our forestry solutions manage the full raw materials lifecycle of planning, planting, growing, harvesting, transporting, and processing.
Also during 2017, we acquired privately-held Network Mapping Group Limited ("NM Group"), expanding Trimble's energy solutions portfolio to include high-value data modeling and 3D visualization services for the utilities industry. NM Group is a leading data capture, modeling, engineering and analytical services, and 3D visualization solutions provider for electricity network operators. NM Group combines multiple remote sensing techniques with unique data analysis capabilities to create a variety of information products such as 3D asset models, engineering assessments, and vegetation risk analysis. These products are used by utility customers to improve and optimize their asset management decision making, operational efficiency, and compliance.
We use multiple distribution approaches to access the mixed fleet agricultural market including independent dealers and direct selling to enterprise accounts. A significant portion of our sales are through CNH Global and affiliated dealer networks. During 2017, we expanded our Vantage global distribution channel. Vantage distributors provide a premier level of technical expertise, customer service and support capabilities, and operate with a strategy that fosters technology interoperability in mixed fleets used on a farm. Vantage partners are committed to providing reliable, responsive, and dedicated in-field service and supportOur aftermarket solutions address both new equipment as well as creatingequipment already in the field. In 2023, the following changes occurred in the Ag distribution channels as follows:
•In February, we gave CNH a hassle free experience12-month notification that we will no longer supply aftermarket precision agriculture products to CNH for resale through thegrower and CNH dealer network.
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•In December, we gave CNH a 12-month notification that we will no longer supply hardware for their advisors when implementing advanced technology solutions. They also provide training so farmers and advisors have a better understanding of how to usefactory installations.
When the technologyproposed transaction with AGCO closes, the JV will be the exclusive distributor in a way that best meets their farming needs. We currently have Vantage partners in over 14 countries across 5 continents. Our forestry and utilities portfolios use a mix of direct sales and indirect distribution.the agriculture market.
Competitors in the agricultural market are vertically integrated farm equipment and implement companies, such as John Deere and agricultural instrumentation companies, such as Raven and AGCO. As we expand our business in agronomic servicescompanies that provide agricultural software and data oriented applications, we expect to increasingly compete with major input suppliers, such as Monsanto. Weservices. We compete principally on the basis of robust performance, ease of use, domain expertise, customer support, price, interoperability, interconnectedness, and the completeness of our solutions.
Transportation
The Transportation segment primarily serves customers working inOur transportation includingsolutions provide capabilities for the long-haul trucking and freight shipper markets to create a connected supply chain and integrate all forms of transportation, drivers, back-office management, shippers, and logistics, automotive, rail,freight. We provide enterprise and field service management.mobility solutions focused on business intelligence and data analytics, safety and regulatory compliance, navigation and routing, freight brokerage, supply chain visibility and final mile, and transportation management and fleet maintenance. Within this segment, our most substantial product portfolio addresses the transportation and logisticstruckload freight market.
In the transportation and logistics market, we offer a suite of solutions marketed under the Trimble, PeopleNet, GEOTrac, TMW, and ALK Technologies brands. Together, this range of productsthat provides a comprehensive fleet and transportation management systems, analytics, routing, mapping, reporting, and predictive modeling solutionsolutions to enable the transportation and logistics industry to achieve greater overall operational efficiency, fleet performance,utilization, including greater fuel efficiency and reduced carbon emissions, and profitability while ensuring regulatory compliance. Our fleet productivity and enterprise software offerings are comprised primarily of the PeopleNet, TMW, Vusion, PC*Miler, CoPilot, and FleetWorks mobile platforms. Our enterprise strategy focuses on sales to large enterprise accounts. In addition to Trimble-hostedcloud-hosted solutions, we also integrate our applications and services directly into the customer’s IT infrastructure.

The PeopleNet mobile communications system includesmobility solutions encompassingencompass route management, safety and compliance, end-to-end vehicle management, video intelligence, and supply chain communications. GEOTrac’s telematics systems provide end-to-end solutions for oil and gas road mapping, vehicle monitoring, geofencing, messaging and alerting, driver productivity,distress notification, lone worker monitoring, reporting, and maintenance monitoring. The CarCube/FleetWorks solution is tailored for transportation and logistics companies in Europe and Australia. TMW's transportation software platformmanagement system serves as a central hub from which the core operations of transportation organizations are managed, data is stored and analyzed, and mission critical business processes are automated. Our software platformenterprise transportation management system automates business processes spanning the entire surface transportation lifecycle order-to-cash,for shippers, carriers, and intermediaries, delivering visibility, control, and decision support for the intricate relationships and complex processes involved in the movement of freight. ALK's PC*Miler, CoPilot, and ALK MapsOur products also provide a truck routing, mileage, and mapping solution and a voice guided turn-by-turn navigation solution.
In 2017, we acquired privately-held Innovative Software Engineering ("ISE"), an engineering and systems integration firm that delivers innovative, end-to-end Internet of Things ("IoT") and telematics solutions, enterprise mobility applications, and tailored software solutions. The acquisition expands Trimble's fleet safety and compliance solutions and allows Trimble to offer electronic logs as a service. The addition of ISE allows Trimble to combine research and development efforts to provide customers with a robust and compliant ELD solution. ISE provides its electronic logs as a service to a variety of businesses that provide a logging solution to a broad range of customers, including those in oil and gas transportation, agriculture and construction, as well as private and for-hire fleets. Trimble's Construction Logistics and Field Service Management businesses currently provide electronic logging solutions as a service through ISE's eFleetSuite, a commercial-grade telematics platform that manages hours of service and vehicle maintenance compliance.
In 2017, we acquired privately-held 10-4 Systems ("10-4"), a provider of advanced, multimodal shipment visibility solutions and related technologies. 10-4 solutions offer real-time shipment visibility, regardless of provider or mode, to shippers, third-party logisticsproviders, and carriers of all sizes. The acquisition expands Trimble's portfolio of Transportation Management Systems to include an established cloud-based solution for small carriers as well as a shipper Request for Proposal platform.voice-guided turn-by-turn navigation solution.
In 2017,During 2023, we also acquired privately-held Beena Vision Systems Inc.("Beena Vision"),had a manufacturernumber of vision-based automatic wayside inspection systems forimportant developments, including:(i) the railroad industry. Beena Vision provides vision-based wayside detectors foracquisition and integration of Transporeon, a leading European cloud-based transportation management software platform; (ii) the rolling stock maintenance market. Its non-contact measurement technology enables highly detailed condition assessmentwide-scale launch of train components, rangingour new in-cab platform, Instinct, that improves the driver experience and can support both Trimble and third-party apps; and (iii) significant progress in integrating data and connecting workflows, from wheel surface condition to full train inspection, on trains operating in serviceour own unique set of capabilities and at high speeds. Beena Vision's wayside systems, coupled with software applicationsa growing network of partners, and image analysis technology, enable train operating companies to manage fleet maintenancethrough the Trimble Transportation Cloud (“TTC”). Market facing solutions enabled by TTC include Connected Maintenance, Connected Locations, and operation through automatic measurements and inspections. Real-time alarms, alerts, and reports enable significant reductions in maintenance costs and increase fleet availability for revenue generation.Connected Workflows.
The Transportation segment generally sells directly to end-users. Sales cycles tend to be long, often involving field trials followed by an extensive decision-making process. Key competitorsend users and OEMs. Competitors in this segment include Omnitracs, Teletrac,are typically companies that provide fleet mobility services, transportation management software, and McLeod, among others.digital freight matching. We compete principally on the basis of interoperability, domain expertise, customer support and service, price, innovative product offerings, quality, and provision of a complete solution.
Patents, Licenses and Intellectual Property
We seek to establish and maintain our proprietary rights in our technology and products through the use of patents, copyrights, trademarks, and trade secret laws. We have a program to file applications for and obtain patents, copyrights, and trademarks in the United States and in selected foreign countries where we believe filing for such protection is appropriate. We hold over 1,200 unique issued and enforceable patents, the majority of which cover GNSS based technologies and other applications such as optical and laser technology. We generally prefer to own the intellectual property used in our products, either directly or through subsidiaries. From time to time we license technology from third parties. We are not dependent on any one patent and license. We also own numerous trademarks and service marks that contribute to the identity and recognition of Trimble and its products and services globally.

Competition
Our markets are highly competitive and we expect that both direct and indirect competition will increase in the future. Within our markets, we encounter direct competition from other GNSS, software, optical, and laser suppliers such as Hexagon and Topcon, and competition may intensify from various larger U.S. and non-U.S. competitors. Our hardware products are increasingly subject to competition from existing and new entrants from emerging markets such as China, which compete aggressively on price at the lower-priced end of the market. Our integrated hardware and software products may also be subject to increasing competition from mass market devices such as smartphones and tablets combined with relatively inexpensive applications, which have not been heavily used for commercial applications in the past.
Manycompleteness of our products and solutions are focused on specific industries. In each of these industries, we face competition from companies providing point solutions or more traditional, less technology intensive products and services, and these companies often have greater financial resources and more established and recognized brands in those industries. Competing in vertical markets with more established industry participants requires that we successfully establish a market position and market new and sometimes unfamiliar technology and automated solutions to customers that have not previously used such products. We also increasingly offer enterprise level solutions designed to meet the specific needs of our target industries. In doing so, we face competition from larger and more well established providers of enterprise software and services with whom we have not previously competed. See also "Risk Factors - We face substantial competition in our markets which could decrease our revenue and growth rates or impair our operating results and financial condition."solutions.
Sales and Marketing
We tailor our go-to-market strategies to the needs of our products and regional markets around the world. In addition to direct sales, many of our products are sold worldwide primarily through indirect channels, including distributors, dealers, and authorized representatives. Occasionally we grant exclusive rights to market certain products, or within specific countries. These channels are supported by our regional sales offices throughout the world. We also utilize distribution alliances, OEM relationships, and joint ventures with other companies as a means to serve selected markets, as well as direct sales to end-users.
During fiscal 2017, sales to customers in the United States represented 48%, Europe represented 26%, Asia Pacific represented 14%, and other regions represented 12% of our total revenue.
Seasonality of Business
Construction equipment revenues,revenue, within our Buildings and Infrastructure segment, historically havehas been higher in early spring. Our agricultural equipment revenues,revenue, within our Resources and Utilities segment, havehas historically been the highest in the first quarter, followed by the second quarter, reflecting buying in anticipation of the spring planting season in the Northern hemisphere. However, overall, as a company, we are experiencing less seasonality as a result of diversification of our businessbusinesses across segments and the increased impact of software and subscription revenues, we may experience less seasonality in the future.revenue. Changes in global macroeconomic conditions could also impact the level of seasonality we experience.

Manufacturing
We outsource the manufacturing of many of our hardware products to our key contract manufacturing partners that include Flex Ltd.,Jabil and Benchmark Electronics Inc., and Jabil. Our contract manufacturing partners are responsible for significant material procurement, assembly, and testing. We continue to manage product design through pilot production for the subcontracted products, and we are directly involved in qualifying suppliers and key components used in all our products. Our current contract with Flex Ltd. continues in effect until either party gives the other ninety days written notice. We also utilize original design manufacturers for some of our products.

We manufacture our laser and optics-based products, as well as some of our GPS products, at our plants in Dayton, Ohio;Ohio and Danderyd, Sweden and Shanghai, China. . Some of these products or portions of these products are also subcontracted to third parties for assembly.
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Our primary design, manufacturing, and distribution sites in Dayton, Ohio; Sunnyvale, California; Eindhoven, Netherlands; and Danderyd, Sweden; Eersel, Netherlands; Auckland, New Zealand​, and Shanghai, China Sweden are registered to ISO9001:20​15,2015 covering the design, production, distribution, and servicing of all our products.

Research and Development and Intellectual Property

We believe that our competitive position is maintained through the development and introduction of new products, including software and services. Trimble delivers digital technologies that enhance the physical world by integrating and connecting industry workflows, stakeholders, and data, while modernizing its interfaces and business models to make it easier for customers to do business. Our platform investments allow us to extend our differentiation in positioning and sensing, modeling, and analytics into emerging industry solutions and to drive ecosystem collaboration across our target industries. This improves our value over the customer lifecycle, while enhancing our leadership in software and services, which already accounts for over 65% of our R&D investment. Our investments enable us to push the state-of-the-art in key technology areas and to connect other leading technologies to solve customer problems in new and unique ways.
As part of our technology development practices, we actively establish and maintain our intellectual property rights through the use of patents, copyrights, trademarks, and trade secret laws. We hold over 1,000 unique issued and enforceable patents covering key technology areas, including precision GNSS, optical and inertial positioning solutions, artificial intelligence and machine learning, IoT, cloud computing, laser scanning, 3D modeling, point cloud processing, augmented reality, and many others. Our patent portfolio is continuously updated with new patent grants that incorporate improved featuresemerge from our investments in research and functionality, better performance, smaller size and weight, lower cost, or some combination of these factors. development. We invest substantiallyactively manage the intellectual property used in the development, of new products. We also make significant investment in the positioning, communication,operations, and information technologies that underliesales of our products and will likely provide competitive advantages.services. We also own numerous trademarks and service marks that contribute to the identity and recognition of Trimble and that of its global products and services.
Environmental, Social, and Governance
We expectrecognize that we are living in a time of increasing urgency for action on sustainability, and we are moving quickly and harnessing our potential to address global challenges. Inspired by our mission of “Transforming the Way the World Works,” and fueled by the dedication of our employees, we are working to build momentum and strive for continual improvement and measurable progress in shaping a sustainable future.
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.
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Building Resilience

•Drive, Enable, and Contribute to Decarbonization
•Drive toward a net-zero future
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Empowering People

•Values: Belong, Grow, and Innovate
•Key Pillars: Diversity, Equity, Inclusion, Leaders, and Communities
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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 investingto invest in innovation, research, and development atin order to adapt, prepare, and expand capabilities that help transform our industries and accelerate toward a ratenet 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 our past,requirements to keep global warming to 1.5°C in accordance with the goalParis 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. As further described in the below Human Capital section, we are focused on building a welcoming, diverse, equitable, and inclusive workplace. We believe our diversity makes us stronger and better able to solve complex problems for our customers.
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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.
Enhancing cybersecurity and data protection, maintaining or improvingsystem integrity, and ensuring availability are key to our overall security at Trimble. We make significant investments in technology safety across our value chain, ensuring our customers benefit from our cybersecurity investment as well.
Human Capital
Our culture reflects our guiding principles at work and is fundamental to sustaining our success. That company culture is foundational to a thriving workplace; it is the behaviors and values of leaders and employees that are the foundation for who we are. At Trimble, we value being yourself and thriving together; being intentional and humble; and being curious and solving problems. Our leaders inspire purpose and vision, engage to draw out the best from each other, and strive to achieve meaningful results. This mindset shapes how we treat one another and how we serve our customers, colleagues, and stockholders. We strive to make Trimble a diverse, equitable, inclusive, and safe workplace and provide opportunities for our employees to grow and develop in their careers, supported by competitive position,compensation, benefits, health and entering new markets.
Employeeswellness programs, and by programs that build connections between our employees and their communities.
At the end of fiscal 2017,2023, we employed 9,523over 12,700 full-time and part-time employees, the overwhelming majority of which were full-time employees. Approximately 42%, 37%, 17%, and 4% of employees reside in North America, Europe, Asia-Pacific, and the rest of the world. Our employees are working in approximately 200 locations in over 40 countries.
Diversity, Equity, and Inclusion (“DEI”)
We value diversity in our workforce, including various cultures, backgrounds, ages, genders, races and ethnicities, nationalities, sexual orientations, religions, people with different abilities, parents and caregivers, and many other characteristics, knowing that it drives our best thinking. Our focus on diversity starts at the top. Three out of our ten board members are female or ethnically diverse, and we are making progress towards our goal of increasing global female employees and U.S. ethnically diverse employees in our workforce and in our leadership positions across the company.
A number of employee resource networks exist in Trimble that enhance our inclusive and diverse culture, including networks that support women, caregivers, Black, Hispanic/Latinx and Indian professionals, veterans, employees with approximately 57%disabilities, and our LGBTQ+ community.
In 2023, we continued our investments in community partners by serving as a Board of employeesCorporate Affiliates sponsor for the National Society of Black Engineers, sponsoring Out & Equal, a non-profit organization working on LGBTQ+ workplace equality, and increasing our presence at events like AfroTech and Colorado Technology Association’s Women in locations outsideTech annual summit.
Compensation and Benefits
We believe people should be paid for the United States.
Some employeesrole they perform and their skills and experience, regardless of their gender, race, age, or other personal characteristics. To deliver on that commitment, we benchmark and set pay ranges based on market data and consider factors such as an employee’s role, their experience, their performance, and the region in Sweden and Finland are represented by unions. Some employees in Germany and France are represented by works councils.which they live. We also employ temporaryregularly review our compensation practices to ensure our pay is fair and contract personnelequitable. In addition to base salaries, certain roles are eligible to participate in short-term and long-term incentive plans.
We offer market-competitive benefit programs (that vary by country/region), which include health and wellness benefits, life insurance and disability benefits, flexible savings accounts, paid time off, parental and family leave, employee support programs, retirement plans, and an employee stock purchase plan. Other benefits include fertility, adoption, and surrogacy education assistance; gender affirmation, family and caregiver support; flexible work arrangements; education assistance; and on-site services such as health centers and fitness centers at some sites.
Talent Development and Building Connections
We are committed to providing every employee with the opportunity to learn, grow, and excel in a respectful and collaborative workplace. Through our internal global talent platform, we empower employees to identify internal job opportunities, skill
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development resources, and projects to achieve their personal development goals and full potential. We encourage employees to nurture a love of continuous learning and resilience that are not includedis essential for accomplishment.
We believe that building connections between our employees, their families, and our communities creates a more meaningful, fulfilling, and enjoyable workplace. In our offices around the world, our employee-led committees select local organizations to support, often in the above headcount numbers.form of grants and employee fundraising.
Our Trimble Foundation Fund (the “Foundation”) aligns international philanthropic efforts by giving back to the communities where Trimble does business and helping those in need. The Foundation focuses on three key areas within our communities (i) Disaster and Climate Resilience, (ii) Female Education and Empowerment, and (iii) Advancing Diversity, Equity, and Inclusion.
Health, Safety, and Wellness
The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety, and wellness of our employees. We have not experienced work stoppages or similar labor actions.provide our employees and their families with access to a variety of innovative, flexible, and convenient health and wellness programs that offer choice where possible, so they can customize their benefits to meet their needs and the needs of their families.
Available Information
The Company’s annual reportsThis Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to these reports are available free of charge on the Company’s web siteour website through investor.trimble.com, as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. Financial news and reports and related information about our Company, as well as GAAP to non-GAAP reconciliations, canas well as our Sustainability report and DEI report, are also be found on this web site.website. Information contained on our web sitewebsite is not part of this annual report on Form 10-K.report.
In addition, you may request a copy of these filings (excluding exhibits) at no cost by writing or telephoning us at our principal executive offices at the following address or telephone number:
Trimble Inc.
935 Stewart
10368 Westmoor Drive, Sunnyvale, CA 94085
Westminster, CO 80021
Attention: Investor Relations
Telephone: 408-481-8000(303) 635-8551
The URLs in this report are intended to be inactive textual references only. They are not intended to be active hyperlinks to websites. The information on such websites, even if it might be accessible through a hyperlink resulting from the URLs or referenced herein, is not and shall not be deemed to be incorporated into this report. No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of any information on such websites.
Information about our Executive Officers
The names, ages, and positions of the Company’sour executive officers as of February 22, 201826, 2024, are as follows:
NameAgePosition
Robert G. Painter52
NameAgePosition
Steven W. Berglund66President and Chief Executive Officer
RobertDavid G. PainterBarnes6246Chief Financial Officer
Bryn A. FosburghJennifer Allison5155Senior Vice President
Christopher W. Gibson56Senior Vice President
James A. Kirkland58Senior Vice President, General Counsel and Secretary
Darryl R. MatthewsRonald J. Bisio5550Senior Vice President
Sachin J. SankpalPeter Large5450Senior Vice President
Phillip Sawarynski51Vice President, Treasurer
Mark Schwartz49Senior Vice President
Julie A. Shepard6660Chief Accounting Officer
Steven W. BerglundRobert G. Painter—Steven Berglund has served asRobert Painter became Trimble’s president and chief executive officer of Trimble since March 1999.in January 2020. From 2016 through 2019, he served as the Company’s chief financial officer. Prior to joining Trimble,that, Mr. Berglund was president of Spectra Precision, a group within Spectra Physics AB. Mr. Berglund’s business experience includesPainter held a variety of senior leadership positions with Spectra Physics, and manufacturing and planning roles at Varian Associates. He began his career as a process engineer at Eastman Kodak. He attendedin the University of Oslo and the University of Minnesota where he received a B.S. in chemical engineering. Mr. Berglund received his M.B.A. from the University of Rochester. Mr. Berglund is a member of the board of directors of the Silicon Valley Leadership Group and is also a member of the board, as well as the construction sector board, of the Association of Equipment Manufacturers. In December 2013, Mr. Berglund was appointed to the board of directors and compensation committee of Belden Inc., a global provider of end-to-end signal transmission solutions.

Robert G. Painter—Robert Painter was appointed chief financial officer of Trimble in February 2016. He is responsible for Trimble’s worldwide finance operations. Mr. Painter joined Trimble in 2006 and assumed leadership of Trimble’s business development activities, leading all acquisition and corporate strategy activities. From 2009 to 2010, he served as general manager of the Company’s Construction Services Division. From 2010 to 2015, he served as general manager of the Company’s joint venture with Hilti, which was created to foster collaborative development of product innovations for the building construction industry. In 2015, Mr. Painter was appointedCompany, including vice president of Trimble Buildings a Trimble group focused on BIM-centric businesses that span the Design-Build-Operate continuumconstruction software, general manager of the Building lifecycle. Prior toIntelligent Construction Tools international joint venture, general manager of Construction Services, and leadership positions in corporate development and corporate strategy. Before joining the Company in 2006, Mr. Painter served in a variety of management and finance positions at Cenveo, Rapt Inc., Bain & Company, Whole Foods Markets,Market, and Kraft Foods. In 1993,Mr. Painter holds a bachelor’s degree in finance from West Virginia University and an MBA from Harvard University.
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David G. Barnes—David G. Barnes joined Trimble as chief financial officer in January 2020 with more than 35 years of financial and strategic management experience, including treasury, tax, investor relations, and risk management. Mr. Barnes will retire from the Company in May 2024, and Phillip Sawarynski will be his successor at that time. Prior to Trimble, he served as chief financial officer at MWH Global Inc., a global provider of engineering and construction services, from January 2009 to May 2016. At MWH, he served on the board of directors and had responsibility for information technology and procurement in addition to his financial role. Following the sale of MWH to Stantec Inc., he assumed operational responsibility for Stantec’s businesses outside North America from September 2017 to January 2019. He also served as a leader on the committee overseeing the integration of MHW into Stantec from May 2016 to July 2017. Prior to MWH, he held financial leadership positions at Western Union, Coors, and YUM Brands. He began his career as a strategy consultant at Bain & Company. Mr. Barnes received a Bachelor of Science in Applied Mathematics from Yale University and an MBA in Finance and Marketing from the University of Chicago. Mr. Barnes also serves as a board member and chair of the Audit Committee of CSG Systems International.
Jennifer Allison—Jennifer Allison became Trimble's general counsel and corporate secretary in April 2023, having served as general counsel for Trimble’s Construction Sector since July 2018, when Trimble acquired Viewpiont, where she had served as general counsel since 2016. Previously, Ms. Allison was general counsel at Tripwire, and prior to that she was the assistant general counsel and director of human resources and corporate compliance for EthicsPoint (now NAVEX Global). Prior to those roles, Ms. Allison clerked for the Oregon Supreme Court. Ms. Allison received a Bachelor’s degree in English Literature from Portland State University and her JD from Lewis & Clark Law School.
Ronald J. Bisio—Ronald Bisio currently serves as senior vice president in charge of advanced positioning, agriculture industry solutions, civil construction field systems, and geospatial business operations. From July 2022 to November 2023, he served as senior vice president responsible for Trimble’s transportation businesses. Prior to that, Mr. Bisio was responsible for Trimble’s surveying and geospatial businesses since April 2015, first as vice president and then as senior vice president as of February 2019. From January 2011 until April 2015, he served as general manager for Trimble’s rail division. He joined Trimble in 1996 and has also held several marketing, sales, and general management positions while at Trimble. Mr. Bisio earned an MBA from the University of Denver, a Master of Regional Planning from the University of Massachusetts, and a Bachelor of Science in Cartography from Salem State University in Salem, Massachusetts.
Peter Large—Peter Large currently serves as senior vice president in charge of strategy, corporate development, corporate partnerships and alliances, and Trimble’s office of technology innovation. From October 2022 to November 2023, he served as senior vice president responsible for Trimble's buildings and infrastructure segment, and from July 2021 to October 2022, as senior vice president responsible for our civil infrastructure solutions businesses, including Trimble’s joint ventures with Caterpillar and Hilti. Prior to that, he was vice president responsible for Trimble’s construction field solutions businesses. He was appointed to that position when he rejoined Trimble in December 2020, having earlier served with the Company as described below. Prior to re-joining Trimble, he was a research solutions strategist with Boeing’s Digital Solutions and Analytics business from 2019 to 2020. While pursuing a doctoral degree between 2015 to 2019, he engaged in consulting projects with Inmarsat plc, and was also employed as an executive director of Inmarsat from 2016 until 2018. Between 1996 and 2014, he served in a number of leadership roles at Trimble, including as vice president of channel development; as general manager for the mapping, GIS, and utilities business; and in a variety of product management, marketing, and sales management roles. Dr. Large holds an Ed.D. from Oklahoma State University, a Master of Science in Management from the Stanford University Graduate School of Business, a Postgraduate Diploma in Strategy and Innovation from the University of Oxford, and a Bachelor of Science degree from the University of Newcastle Upon Tyne, U.K.
Phillip Sawarynski—Phillip Sawarynski has accepted the position of chief financial officer of Trimble Inc., to be effective in May 2024, replacing David Barnes who will be retiring from the Company at that time. Mr. Sawarynski served as the Company’s treasurer since 2018, as well as managing director and co-head of Trimble Ventures since 2021, and vice president of corporate development since 2022. From 2015 to 2018, he served as sector vice president of finance in the Company’s mobility and intelligent transportation division, and from 2013 to 2015, as general manager of the Company’s imaging division. Mr. Sawarynski joined the Company in 2009 as a finance director, first in the Company’s agriculture division from 2009 to 2011 and then in the Company’s geospatial business segment from 2011 to 2013. Prior to joining the Company, Mr. Sawarynski served as CFO of Nexus Corporation and held a variety of finance and engineering positions at Ford Motor Company, The Dow Chemical Company, and International Paper Company. He holds a Bachelor of Science degree in Financechemical engineering from West Virginiathe University of Michigan, and received an MBA from Carnegie Mellon University.
Mark Schwartz—Mark Schwartz was appointed senior vice president in Business from Harvard University in 1998.
Bryn A. Fosburgh—Bryn Fosburgh isNovember 2023 responsible for Trimble’s construction enterprise solutions, civil infrastructure design and engineering, and owner and public sector businesses. Prior to that, Mr. Schwartz served as senior vice president responsible for construction enterprise solutions from October 2022 until November 2023, and as Trimble’s chief digital officer from September 2020 through October 2022, leading the Caterpillar, Hilti,transformation initiatives of Trimble's business systems, processes, and Nikon Joint Ventures, U.S. Federal government strategy and accounts, OEM construction machineinfrastructure to better serve the customer through the transition to “as-a-service” business and professional services groups. From 2014 to 2016, he served as senior vice president for Trimble's Geospatial, Civil Engineering and Construction, and Building businesses, and the Caterpillar and Hilti-related joint ventures. From 2010 to 2014,models. Mr. Fosburgh was responsible for our Buildings and Heavy Civil construction businesses along with our Caterpillar and Hilti joint ventures. From 2009 to 2010, Mr. Fosburgh served as vice president for Trimble's Construction Division, Transportation and Logistics, Fields Service Management and a number of corporate functions and geographical regions. From 2007 to 2009, Mr. Fosburgh was vice president for Trimble's Construction and Agriculture Divisions, and from 2005 to 2007, Mr. FosburghSchwartz served as vice president and general manager of Trimble's EngineeringTrimble’s civil construction software business
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from January 2020 until September 2020 and Construction Division. Mr. Fosburghas chief operating officer of virtual site solutions, a joint venture between Trimble and Caterpillar from April 2017 to January 2020. He joined Trimble in 19942010 and has held numerousseveral executive roles including vice president and general manager for Trimble's geomatics and engineering division, and division vice presidentacross Trimble’s construction businesses. Mr. Schwartz holds a Bachelor of survey and infrastructure. Prior to Trimble, Mr. Fosburgh was a civil engineer and also held various positions for the U.S. Army Corps of Engineers and Defense Mapping Agency. Mr. Fosburgh received a B.S. in geologyScience from the University of Wisconsin in Green Bay in 1985 and an M.S. from the school of civil engineering at PurdueBryant University in 1989.Smithfield, Rhode Island.
Christopher W. GibsonJulie A. Shepard—Christopher GibsonJulie Shepard currently serves as senior vice president responsible for Trimble’s channel development and regional development in Latin & South America, Russia, India, China and Africa. Mr. Gibson also oversees emerging markets, key accounts and major project capabilities across the company, and is responsible for the company’s corporate marketing functions. From 2012 to 2015, Mr. Gibson served as vice president for Trimble's Survey, Geospatial, GIS, Infrastructure, Rail, Land Administration and Environmental Solutions businesses. Mr. Gibson joined Trimble in 1998 as European finance and operations director. In 2009, he was appointed to serve as vice president responsible for Trimble's Survey Division, and in December 2010, those responsibilities were expanded to include oversight of geographic regions and divisions, including Building Construction, Construction Tools, and the Hilti joint venture. From 2008 to 2009, Mr. Gibson served as the general manager for the Survey Division, and from 2005 to 2008, he was general manager for the Global Services Division. Prior to Trimble, Mr. Gibson's business experience includes a number of financial management roles with Tandem Computers, and financial analyst roles with Unilever subsidiaries. Mr. Gibson received a BA in Business Studies in 1985 from Thames Polytechnic, now the University of Greenwich, and was admitted as a Fellow to the Chartered Institute of Management Accountants in 1994.
James A. Kirkland—James Kirkland currently serves as senior vice president, general counsel and secretary. He joined the company as vice president and general counsel in July 2008.  Prior to joining Trimble, he served as general counsel and executive vice president, strategic development at Covad Communications. Mr. Kirkland also served as senior vice president of spectrum development and general counsel at Clearwire Technologies, Inc.  Mr. Kirkland began his career in 1984 as an associate at Mintz Levin and in 1992 he was promoted to partner.  Mr. Kirkland received his BA from Georgetown University in Washington, D.C. in 1981 and his J.D. from Harvard Law School in 1984.
Darryl R. Matthews—Darryl Matthews currently serves as senior vice president and sector head responsible for Trimble’s Agriculture, Forestry, Positioning Services, Global Services, and HarvestMark Divisions. From 2010 to 2015, Mr. Matthews served as president and general manager of the NAFTA Region for Nufarm Americas, Inc., a subsidiary of Nufarm Limited, a publicly-traded multinational agricultural chemical company. From 2008 to 2010, Mr. Matthews served as general manager of Nufarm Agriculture Inc., the Canadian subsidiary of Nufarm Limited. Mr. Matthews began his career at Dow AgroSciences in Canada where he held management roles in sales and marketing. From 2010 to 2015, he served on the Board of Directors for CropLife America. He received an Honors B.Sc. in Agriculture majoring in Horticultural Science and Business from the University of Guelph in Ontario, Canada in 1994.
Sachin J. Sankpal—Sachin Sankpal currently serves as senior vice president responsible for Rail, Utilities, Field Services Management, Applanix and Embedded Devices businesses. From 2012 to 2015, Mr. Sankpal held various general management positions within Honeywell, including president of Honeywell International’s Global Safety Products Division in Paris, France, vice president and general manager of Honeywell’s Safety Products Division for Europe, Middle East, Africa and India. From 2010 to 2012, he served as vice president of Global Strategic Marketing for Honeywell’s Life Safety Division. From 2003 to 2010, he held various business and operational roles at Avaya, Inc., including director of Strategy and Product Management, chief

operating officer of Avaya-Japan, Ltd., operations leader in India, and director of Global Restructuring. From 2001 to 2003, he served as a director of Strategy and Finance for Trimble’s Engineering & Construction Division. From 1994 to 1999, Mr. Sankpal was a consultant for Navigant Consulting based in Boston, Mass. He began his career at Langan Engineering & Environmental Services as a staff engineer. He holds a BS in Civil Engineering from Rutgers University, an MS in Civil Engineering from the University of Maryland and an MBA from Dartmouth College.
Julie A. Shepard—Julie Shepard accounting officer. She joined Trimble in December of 2006 as vice president of finance and was appointed chief accounting officer in May 2007. Prior to joining Trimble, Ms. Shepardshe served as vice president of finance and corporate controller at Quantum Corporation. Ms. ShepardShe brings with her over 2530 years of experience in a broad range of finance roles, with diverse experience ranging from early stageearly-stage private equity backed technology companies to large multinational corporations. Ms. ShepardShe began her career at Price Waterhouse and is a Certified Public Accountant. SheMs. Shepard received a B.SBachelor of Science in Accounting from California State University. She is a member of the AICPA, Financial ExecutiveExecutives Institute, and the California SocietyInstitute of CPAs.Management Accounting, where she currently serves on the Sustainable Business Management - Global Task Force.

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Item 1A.
Item 1A. Risk Factors

RISKS AND UNCERTAINTIES
You should carefully consider the following risk factors, in addition to the other information contained in this Form 10-Kreport and in any other documents to which we refer you in this Form 10-K,report, before purchasing our securities. The risks and uncertainties described below are not the only ones we face.
Our annual and quarterly performance may fluctuate which could negatively impact our operations, financial results, and stock price
Our operating results have fluctuated and can be expected to continue to fluctuate in the future on a quarterly and annual basis as a result of a number of factors, many of which are beyond our control. Results in any period could be affected by:
changes in market demand,
competitive market conditions,
the timing of recognizing revenues
fluctuations in foreign currency exchange rates,
the cost and availability of components,
the mix of our customer base and sales channels,
the mix of products sold,
pricing of products,
changes in U.S. or foreign policies on taxes, trade, or spending, including the newly enacted 2017 Tax Cuts and Jobs Act (the "Tax Act"),
other risks, including those described below.
Seasonal variations in demand for our products may also affect our quarterly results. Construction equipment revenues have historically been the highest in early spring. Our agricultural equipment revenues have historically been the highest in the first quarter, followed by the second quarter, reflecting buying in anticipation of the spring planting season in the Northern hemisphere. If we do not accurately forecast seasonal demand we may be left with unsold inventory or have a shortage of inventory, which could negatively impact our financial results.
Due in part to the buying patterns of our customers, a significant portion of our quarterly revenue occurs from orders received and immediately shipped to customers in the last few weeks and days of each quarter, while our operating expense tends to remain fairly predictable. It could harm our operating results if for any reason expected sales are deferred, orders are not received, or shipments are delayed a few days at the end of a quarter.
The price of our common stock could decline substantially in the event any of these risks result in our financial performance being below the expectations of public market analysts and investors, which are based on historical and predictive models that are not necessarily accurate representations of the future.
The volatility of our stock price could adversely affect an investment in our common stock
The market price of our common stock has been, and may continue to be, highly volatile. During fiscal 2017, our stock price ranged from $28.61 to $43.97. We believe that a variety of factors could cause the price of our common stock to fluctuate, perhaps substantially, including:
announcements and rumors of developmentsRisks related to our business or the industry in which we compete, or related to the industries in which our customers compete,

quarterly fluctuations in our actual or anticipated operating results and order levels,
general conditions in the worldwide economy,
acquisition announcements,
new products or product enhancements announced or introduced by us or our competitors,
disputes with respect to developments in patents or other intellectual property rights,
security breaches,
developments in our relationships with our partners, customers and suppliers,
political, economic or social uncertainty, and
acts of terrorism.
In addition, the stock market in general and the markets for shares of “high-tech” companies in particular, have frequently experienced extreme price fluctuations which have often been unrelated to the operating performance of affected companies. Any such fluctuations in the future could adversely affect the market price of our common stock.
We operate globally and are subject to significant risks in many jurisdictions.
Global orjurisdictions, including risks related to adverse economic, political, regulatory, and other global and regional conditions may harm our financial results.
We have operations in many countries, and a significant portion of our revenue is derived from countries outside of the United States. As a result, our operationsbusiness, financial condition, and our financial results of operations, including our ability to design, develop, or sell products, has been and may continue to be adversely affected by a number of factors outside of our control, including:
•global and local economic conditions;conditions, such as inflation and recession;
•the demand and cost of commodities, such as corn and oiloil;
•the strength of the agricultural, engineering and construction, and transportation markets;
inefficient•inadequate infrastructure and other disruptions, such as supply chain interruptions and large-scale outages or unreliable provision of services from utilities, transportation, data hosting, or telecommunications providers;
•government restrictions on our operations in any country, or restrictions on our ability to repatriate earnings from a particular country;
•differing employment practices and labor issues;issuesand the challenges and costs of staffing and managing a global workforce;
formal or informal •imposition of new or revised export and/or import and doing-business regulations,changing trade barriers, including trade sanctions, duties, tariffs, and tariffs, which could be changed without notice;import or export licensing requirements or restrictions;
•compliance with differing local laws and regulations, including those relating to privacy, labor, and local content;
•ineffective legal protection of our IP rights in certain countries;countries or difficulties procuring or enforcing our IP rights;
•volatile geopolitical conditions, including significant regional military conflicts and political and economic instability, in countries where we do business;
•local business and cultural factors that differ from our normal standards and practices;practices, which can include longer payment cycles and difficulties in enforcing agreements and collecting receivables in certain foreign jurisdictions;
increased •fluctuations in currency rates; and
•uncertainty regarding social, political, including elections, immigration, tax, and trade policies in the U.S. and abroad, such as recent U.S. legislationabroad.
A significant trade disruption or the establishment or increase of any trade barrier in any area where we do business could increase the cost of our products, which could adversely impact the margin that we earn on sales, make our products more expensive for customers or create uncertainty around demand for certain types of products, which could make our products less competitive and policies and the United Kingdom's referendumreduce customer demand. If there were to withdraw from the European Union ("Brexit").

If there is significantbe a deterioration in the global economy, the economies of the countries or regions where our customers are located or do business, or the industries that we or our customers serve, the demand for our products and services would likely decrease anddecrease. In addition, government or customer efforts, attitudes, laws or policies may lead to non-U.S. customers favoring domestic suppliers that could compete with or replace our results of operations, financial position and cash flows could be materially and adversely affected.products, which would also have an adverse effect on our business. Changes in economic conditions and political uncertainty surrounding international trade also make it difficult to make financial forecasts,forecasts. Any of the foregoing factors could adversely affect our business, financial condition, and results of operations.
We have experienced disruption in our supply chain and related events, and are subject to ongoing supply chain risks
We are dependent upon a limited number of contract manufacturers for the manufacture, testing, and assembly of certain products and specific suppliers for a number of our critical components. These arrangements can generally be terminated with a limited notice. Our current reliance on a limited group of contract manufacturers and suppliers involves risks, including the potential inability to obtain products or components to meet customers’ delivery requirements, reduced control over pricing and delivery schedules and discontinuation of or increased prices for certain components. The geopolitical conditions such as the ongoing military conflict in the Middle East and between Russia and Ukraine and related events and their impact on our suppliers and on international trade in general, 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. The disruptions include extended delivery times for certain components of our hardware products and increased freight costs. These disruptions have had an adverse effect on our ability to meet customer demand and have resulted in delays in shipping products to customers and dealers.
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,
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•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.
Any other circumstance that would require us to seek alternative sources of supply or to manufacture, assemble, and test such components internally could significantly delay our ability to ship our products, which could cause usdamage relationships with current and prospective customers and could harm our reputation and brand as well as our results of operations.
Lastly, due to misssupply chain issues, we have in the past and may in the future accumulate excess inventories if we inaccurately forecast demand for our products, or if dealers are unable to work through their excess inventory.
If we are unable to effectively integrate, streamline and manage our diverse and complex businesses and operations, our ability to generate growth and revenue from new or existing customers may be adversely affected
Because our operations are geographically diverse and increasingly complex, our personnel resources and infrastructure could become strained, and our reputation in the market and our ability to successfully manage and grow our business may be adversely affected. The size, complexity, and diverse nature of our business and the expansion of our product lines and customer base have placed increased demands on our management and operations, and future growth may place additional strains on our resources in the future. Our ability to effectively compete and to manage our planned future growth will depend on, among other things, the following:
•maintaining continuity in our senior management and key personnel;
•increasing the productivity of our existing employees;
•attracting, retaining, training, and motivating our employees, particularly our technical and management personnel;
•deploying our solutions using third party information systems, which may require changes to our applications, documentation, and operational processes;
•improving our operational, financial, and management controls; and
•improving our information reporting systems and procedures.
We have increasingly diversified the nature of our businesses both organically and by acquisition. As a result, an increasing amount of our business involves business models that require managerial techniques and skill sets that are different from those required to manage our historical core businesses.
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 to achieve economies of scale, simplify our operations, and improve the customer experience. These efforts may result in disruptions to our operations,which could have an adverse effect on our customers, may cost more than we anticipate increasing our expenses, and take longer than planned.
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 affect our revenue
An increasing portion of our revenue is generated through software maintenance and subscription revenue, which includes “Software as a Service” (“SaaS”) and new subscription services for integrated solutions. Our customers have no obligation to renew their agreements for our software maintenance or subscription services after the expiration of their initial contract period, which typically ranges from one to three years. This shift reflects both an increasing use of subscription models for new products, and a transition for some existing products from perpetual license sales and distribution in favor of SaaS or other subscription offerings.
Our customer acquisition and renewal rates may decline or fluctuate as a result of a number of factors, including overall economic conditions, the health of their businesses, competitive offerings, and customer dissatisfaction with our services. Customer satisfaction with our services is affected by a variety of factors, such as security, reliability, performance, concerns about data privacy, current subscription terms, customer preference, and industry adoption. If customers do not renew their contracts for our products, our maintenance and subscription revenue will decline, and our financial guidanceresults will suffer.
Our subscription models provide our customers the right to access certain of our software in a hosted environment or use downloaded software for a specified subscription period. Market acceptance of such offerings is affected by a variety of factors, 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
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regarding privacy and the enactment of restrictive laws or regulations. If we are unable to successfully market and support our subscription offerings, our business, financial condition, and results of operations could be adversely impacted.
We continually re-evaluate our software licensing programs and subscription programs, including specific license models, delivery methods, and terms and conditions. Changes to our licensing programs and subscription programs, including the introduction of new subscription services for integrated solutions that include hardware, the timing of the release of enhancements, upgrades, maintenance releases, the term of the contract, discounts, and promotions, could impact the timing of the recognition of revenue for our products, and adversely affect our stock price.cash flow, business, financial condition, and results of operations.

Investing in and integrating new acquisitions or divesting businesses could be costly, place a significant strain on our management systems and resources, or fail to deliver expected outcomes
We typically acquire a number of businesses each year and we intend to continue to acquire other businesses. Acquisitions entail numerous risks, including:
•potential inability to successfully integrate acquired operations and products or to realize cost savings or other anticipated benefits from integration;
•loss of key employees or customers of acquired operations;
•difficulty of assimilating geographically dispersed operations and personnel of the acquired companies;
•potential disruption of our business or the acquired business;
•unanticipated expenses related to acquisitions;
•unanticipated difficulties in conforming business practices, policies, procedures, internal controls, and financial records of acquisitions with our own business;
•impairment of relationships with employees, customers, vendors, distributors or business partners of either an acquired company or our own business;
•inability to accurately forecast the performance of recently acquired businesses, resulting in unforeseen adverse effects on our operating results;
•potential liabilities, including liabilities resulting from known or unknown compliance or legal issues, associated with an acquired business; and
•adverse accounting impact to our results of operations because of purchase accounting treatment and the business or accounting practices of acquired companies.
Any such effects from acquisitions could be costly and place a significant strain on our management systems and resources.
As a result of acquisitions, we have significant assets that include goodwill and other purchased intangibles. The testing of goodwill and intangibles for impairment under generally accepted accounting principles (“GAAP”) requires us to make significant judgments and assumptions. Changes in business conditions or in the prospects or results of operations of the acquired business could require adjustments to the valuation of these assets resulting in impairments that would adversely affect our results. In addition, changes in the operating results or the valuation of companies in which we have investments may have a direct impact on our financial statements or could result in our having to write down the value of such investment.
Acquisitions may not yield expected synergies, may not 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. Companies that we acquire may operate with different cost and margin structures, which could further cause fluctuations in our operating results and adversely affect our business, financial condition, and results of operations.
From time to time we have divested businesses, and we expect to do so in the future. Any such divestiture may result in:
•a disruption of our business;
•reduced synergies, including the loss of scale or key employees;
•impairment of customer relationships; and
•reductions in the breadth of our product offerings.
Divestitures may adversely impact our results if we are unable to offset the dilutive impacts from the loss of revenue associated with the divested products or businesses, or mitigate overhead costs allocated to those businesses. We could also experience higher than expected transaction costs and business sale losses, which may adversely affect our business, financial condition, and results of operations. 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 cantake 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.
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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 proposed transaction is expected to close in the first half of 2024. 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.
We may not be able to continue to enter into or maintain important alliances and distribution relationships
We believe that in certain business opportunities, our success will depend on our ability to form and maintain alliances with industry participants. Our failure to form and maintain such alliances, or the preemption or disruption of such alliances by actions of competitors, could adversely affect our ability to sell our products to customers. Our relationships with substantial industry participants such as Caterpillar, Nikon, and Hilti are complex and multifaceted and are likely to evolve over time based upon the changing business needs and objectives of the parties.
To develop and expand our distribution channels, we must continue to expand and improve our processes and procedures that support our distribution channels, including our investment in systems and training, and those processes and procedures may become increasingly complex and difficult to manage. The time and expense required for sales and marketing organizations of our channel partners to become familiar with our product offerings, including our new product developments, and newer types of offering, such as subscription programs for integrated solutions that include hardware, software maintenance, and other recurring services, may make it more difficult to introduce those products to end users and delay end-user adoption, which could result in lower revenue.
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Disruption of dealer coverage within specific geographic or end-user markets could cause difficulties in marketing, selling, or servicing our products and have an adverse effect on our business, financial condition, and results of operations. We utilize dealer networks, including dealers associated with Caterpillar to market, sell, and service many of our products. Dealers who carry products that compete with our products may focus their inventory purchases and sales efforts on goods provided by competitors due to industry demand or profitability. Such sourcing decisions can adversely impact our business, financial condition, and results of operations.
A significant portion of our agriculture aftermarket sales have historically been generated through CNH, which resells our aftermarket products through its dealer network. In February 2023, we gave CNH a 12-month notification that we would no longer be supplying aftermarket precision agriculture products to CNH for resale through the CNH dealer network. In December 2023, we notified CNH that our OEM agreement to supply CNH with products for factory installation would terminate in 2024. Upon the closing of the proposed Trimble Ag JV Transaction, the JV will directly manage the independent dealer network to ensure access, service, and support for the agriculture customers. Our revenue from the independent dealer 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. Evolution of our respective business strategies and diversification of product portfolios may lead to increased competition with our other strategic allies, placing additional pressure on these relationships. Since these strategic relationships contribute to significant ongoing business in certain of our important markets, changes in these relationships could adversely affect our sales.
We face substantial competition in our markets, which could decrease our revenue and growth rates
Our markets are highly competitive, and we expect that both direct and indirect competition will increase in the future. Our overall competitive position depends on a number of factors including the price, quality and performance of our products, the effectiveness of our distribution channel and direct sales force, the level of customer service, the development of new technology, and our ability to participate in emerging markets. Within each of our markets, we encounter direct competition from other GNSS, software, optical, and laser suppliers, and competition may intensify from various larger U.S. and non-U.S. competitors and new market entrants, particularly from markets such as China. Our products, which commonly use GNSS for basic location information, may be subject to competition from alternative location technologies such as simultaneous location and mapping technology. In our software and subscription services businesses, we face competition from a group of large, well-established companies, particularly in the areas of design software, enterprise resource planning (“ERP”) solutions, and collaboration and project management offerings. Our integrated hardware and software products may be subject to increasing competition from mass market devices such as smartphones and tablets used in conjunction with relatively inexpensive applications, which have not been heavily used for commercial applications in the past.
These competitive developments may require us to rapidly adapt to technological and customer preference 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 rates. We believe that our ability to compete successfully in the future against existing and additional competitors will depend largely on our ability to execute our strategy to provide products with significantly differentiated features compared to currently available products. We may not be able to implement this strategy successfully, and our products may not be competitive with other technologies or products that may be developed by our competitors, many of whom have significantly greater financial, technical, manufacturing, marketing, sales, and other resources than we do.
If we are unable to attract and retain qualified personnel, our business could be harmed
Our continued success depends, in part, on our ability to hire and retain qualified personnel, advance our corporate strategy, and preserve the key aspects of our corporate culture. Because our future success is dependent on our ability to continue to enhance and introduce new products, we are particularly dependent on our ability to hire and retain qualified engineers, including in areas of technology such as GNSS, software programming, information systems, and data analytics. In addition, to increase revenues, we will be required to increase the size and productivity of our sales and channel management groups. Competition for qualified employees in our major locations is intense. Our inability to hire and retain qualified management and skilled personnel, particularly engineers, salespeople, and key executive management, could disrupt our development efforts, sales results, business relationships, and our ability to execute our business plan and strategy on a timely basis and could materially and adversely affect our business, financial condition, and results of operations. In addition, any future reductions in force or other restructuring intended to improve operational efficiencies and operating costs, may adversely affect our ability to attract and retain qualified personnel.
Equity grants are a critical component of our current compensation programs. If we fail to grant equity competitively, we may have difficulty attracting and retaining critical employees. In addition, because of our sales structure, cash, and equity incentive compensation plans, we may be at increased risk of losing employees at certain times. For example, the retention value of our compensation plans decreases after the payment of periodic bonuses or the vesting of equity awards.
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Risks related to our technology and products
Our products are highly technical and may contain undetected errors, product defects, or security vulnerabilities
Our products, including our software products, are highly technical and complex and, when deployed, may contain errors, defects, or security vulnerabilities. We must develop our products quickly to keep pace with the rapidly changing market, and we have a history of frequently introducing new products. Products and services as sophisticated as ours could contain undetected errors or defects, especially when first introduced or when new models or versions are released. Such occurrences could result in damage to our reputation, lost revenue, diverted development resources, increased customer service and support costs, warranty claims, and litigation.
We warrant that our products will be free of defect for various periods of time, depending on the product. In addition, certain of our contracts include epidemic failure clauses. If invoked, these clauses may entitle the customer to return or obtain credits for products and inventory, or to cancel outstanding purchase orders even if the products themselves are not defective.
Errors, viruses, or bugs may be present in software or hardware that we acquire or license from third parties and incorporate into our products or in third-party software or hardware that our customers use in conjunction with our products. Our customers’ proprietary software and network firewall protections may corrupt data from our products or create difficulties in implementing our solutions. Changes to third-party software or hardware that our customers use in conjunction with our software could also render our applications inoperable. Any errors, defects, or security vulnerabilities in our products or any defects in, or compatibility issues with, any third-party hardware or software or customers’ network environments discovered after commercial release could result in loss of revenue or delay in revenue recognition, loss of customers, theft of trade secrets, data or intellectual property and increased service and warranty cost, any of which could adversely affect our business, financial condition, and results of operations.
Undiscovered vulnerabilities in our products alone or in combination with third-party hardware or software could expose them to hackers or other unscrupulous third parties who develop and deploy viruses and other malicious software programs that could attack our products. Actual or perceived security vulnerabilities in our products could harm our reputation and lead some customers to return products, reduce or delay future purchases, or use competitive products.
Our internal and customer-facing systems, and systems of third parties we rely upon, may be subject to cybersecurity breaches, disruptions, or delays
A cybersecurity incident in our own systems or the systems of our third-party providers may compromise the confidentiality, integrity, or availability of our own internal data, the availability of our products and websites designed to support our customers, or our customer data. Computer hackers, foreign governments, cybercriminals, or cyber terrorists may attempt to or succeed in penetrating our network security and our website. Additionally, due to geopolitical tensions, such as the ongoing military conflict between Russia and Ukraine, we and our third-party vendors may be vulnerable to a heightened risk of cybersecurity attacks, phishing attacks, viruses, malware, ransomware, hacking or similar breaches and incidents from nation-state actors or affiliated actors, including attacks that could materially disrupt our systems and operations, supply chain, and ability to produce, sell, and distribute our products and services. Unauthorized access to our proprietary business information or customer data may be obtained through break-ins, sabotage, breach of our secure network by an unauthorized party, computer viruses, computer denial-of-service attacks, employee theft or misuse, breach of the security of the networks of our third-party providers, or other misconduct. Additionally, outside parties may attempt to fraudulently induce employees or users to disclose sensitive or confidential information to gain access to data.
We have experienced security breaches in the past, and despite our efforts to maintain the security and integrity of our systems, it is impossible to eliminate this risk. Because the techniques used by computer hackers who may attempt to penetrate and sabotage our network security or our website change frequently, they may take advantage of weaknesses in third party technology or standards of which we are unaware or that we do not control and may not be recognized until after they have been launched against a target. We may be unable to anticipate or counter these techniques. It is also possible that unauthorized access to customer data or confidential information may be obtained through inadequate use of security controls by customers, vendors, or business partners. Efforts to prevent hackers from disrupting our service or otherwise accessing our systems are expensive to develop, implement, and maintain. Such efforts require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated and may limit the functionality of, or otherwise adversely impact our service offering and systems. A cybersecurity incident affecting our systems may also result in theft of our intellectual property, proprietary data, or trade secrets, which would compromise our competitive position, reputation, and operating results. We also may be required to notify regulators about any actual or perceived personal data breach (including the EU Lead Data Protection Authority) as well as the individuals who are affected by the incident within strict time periods.
The systems we rely upon also remain vulnerable to damage or interruption from a number of other factors, including access to the internet, the failure of our network or software systems, or significant variability in visitor traffic on our product websites,
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earthquakes, floods, fires, power loss, telecommunication failures, computer viruses, human error, and similar events or disruptions. Some of our systems are not fully redundant, and our disaster recovery planning is not sufficient for all eventualities. Our systems are also subject to intentional acts of vandalism. Despite any precautions we may take, the occurrence of a natural disaster, a decision by any of our third-party hosting providers to close a facility we use without adequate notice for financial or other reasons, or other unanticipated problems at our hosting facilities could cause system interruptions and delays, and result in loss of critical data and lengthy interruptions in our services.
We rely on our information systems and those of third parties for activities such as processing customer orders, delivery of products, hosting and providing services and support to our customers, billing and tracking our customers, hosting and managing our customer data, and otherwise running our business. Any disruptions or unexpected incompatibilities in our information systems and those of the third parties upon whom we rely could have a significant impact on our business.
An increasing portion of our revenue comes from SaaS solutions and other hosted services in which we store, retrieve, communicate, and manage data that is critical to our customers’ business systems. Disruption of our systems that support these services and solutions could cause disruptions in our customers’ systems and in the businesses that rely on these systems. Any such disruptions could harm our reputation, create liabilities to our customers, hurt demand for our services and solutions, and adversely impact our business, financial condition, and results of operations.
We are dependent on new products and services, and if we are unable to successfully introduce them into the market or to effectively compete with new, disruptive product alternatives, our customer base may decline or fail to grow as anticipated
Our future revenue stream depends to a large degree on our ability to bring new products and services to market on a timely basis. We must continue to make significant investments in research and development to continue to develop new products and services, enhance existing products, and achieve market acceptance of such products and services. We may encounter problems in the future in innovating and introducing new products and services. Our development stage products may not be successfully completed or, if developed, may not achieve significant customer acceptance. Development and manufacturing schedules for technology products are difficult to predict, and we might not achieve our goals as to the timing of introducing new technology products or could encounter increased costs. The timely availability and cost-effective production of these products in volume and their acceptance by customers are important to our future success. This has been and may continue to be negatively impacted by the global supply chain shortage. If we are unable to introduce new products and services, if other companies develop competing technology products and services, or if we do not develop compelling new products and services, our number of customers may not grow as anticipated, or may decline, which could harm our operating results.
Many of our offerings are increasingly focused on software and subscription services. The software industry is characterized by rapidly changing customer preferences, which require us to address multiple delivery platforms, new mobile devices, and cloud computing. Lifecycles of software products can be short, and this can exacerbate the risks inherentassociated with developing new products. The introduction of third party solutions embodying new, disruptive technologies and the emergence of new industry standards could make our existing and future software solutions and other products obsolete or non-competitive. If we are not able to develop software and other solutions that address the increasingly sophisticated needs of our customers, or if we are unable to adapt to new platforms, technologies, or new industry standards that impact our markets, our ability to retain or increase market share could be adversely affected, harming our business, financial condition, and results of operations.
Some of our products rely on third-party technologies including open-source software, which could result in conductingproduct incompatibilities or harm availability of our products and services
We license software, technologies, and intellectual property underlying some of our software from third parties. The third-party licenses we rely upon may not continue to be available to us on commercially reasonable terms, or at all, and the software and technologies may not be appropriately supported, maintained, or enhanced by the licensors, resulting in development delays. Some software licenses are subject to annual renewals at the discretion of the licensors. In some cases, if we were to breach a provision of these license agreements, the licensor could terminate the agreement immediately. The loss of licenses to, or inability to support, maintain, and enhance, any such third-party software or technology could result in increased costs, or delays in software releases or updates, until such issues have been resolved.
We also incorporate open-source software into our products. Although we monitor our use of open-source software, the terms of many open-source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to market or sell our products or to develop new products. In such event, we could be required to seek licenses from third parties in order to continue offering our products, to disclose and offer royalty-free licenses in connection with our own source code, to re-engineer our products, or to discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis, any of which could adversely affect our business, internationally,financial condition, and results of operations.
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We are dependent on proprietary technology, which could result in litigation that could divert significant valuable resources
Our future success and competitive position are dependent upon our proprietary technology, and we rely on patent, trade secret, trademark, and copyright laws to protect our intellectual property. The patents owned or licensed by us may be invalidated, circumvented, infringed, or challenged. The rights granted under these patents may not provide competitive advantages to us. Any of our pending or future patent applications may not be issued within the scope of the claims sought by us, if at all.
Despite our efforts to protect our intellectual property rights, unauthorized parties may attempt to copy or otherwise obtain our software or develop software with the same functionality or to obtain and use information that we regard as proprietary. Others may develop technologies that are similar or superior to our technology, duplicate our technology, or design around the patents owned by us. In addition, effective copyright, patent, and trade secret protection may be unavailable, limited, or not applied for in certain countries. The steps taken by us to protect our technology might not prevent the misappropriation of such technology.
The value of our products relies substantially on our technical innovation in fields in which there are many current patent filings. Third parties may claim that we or our customers (some of whom are indemnified by us) are infringing their intellectual property rights. For example, individuals and groups may purchase intellectual property assets for the purpose of asserting claims of infringement and attempting to extract settlements from us or our customers. As new patents are issued or are brought to our attention by the holders of such patents, it may be necessary for us to secure a license from such patent holders, redesign our products, or withdraw products from the market. In addition, the legal costs and engineering time required to safeguard intellectual property or to defend against litigation could become a significant expense of operations. Any such litigation could require us to incur substantial costs and divert significant valuable resources, including compliancethe efforts of our technical and management personnel, which could harm our business, financial condition, and results of operations.
We are dependent on the availability and unimpaired use of allocated bands within the radio frequency spectrum; our products may be subject to harmful interference from new or modified spectrum uses
Our GNSS technology is dependent on the use of satellite signals and on terrestrial communication bands. International allocations of radio frequency are made by the International Telecommunications Union (“ITU”), a specialized technical agency of the United Nations. These allocations are further governed by radio regulations that have treaty status and which may be subject to modification every two to three years by the World Radio Communication Conference. Each country also has regulatory authority over how each band is used in the country. In the United States, the Federal Communications Commission (“FCC”) and the National Telecommunications and Information Administration share responsibility for radio frequency allocations and spectrum usage regulations.
Any ITU or local reallocation of radio frequency bands, including frequency band segmentation and sharing of spectrum, or other modifications of the permitted uses of relevant frequency bands, may materially and adversely affect the utility and reliability of our products and have significant adverse impacts on our customers, both of which could reduce demand for our products. For example, in 2020 the FCC approved a proposal by a private party to repurpose spectrum adjacent to the authorized GNSS bands for terrestrial wireless operations throughout the United States. The company has opposed and continues to oppose this proposal, along with a wide range of participants in commercial and governmental sectors that rely on the use of GNSS in their critical activities. The FCC’s action is subject to further review as well as potential legislative action. If the FCC’s action continues in effect and terrestrial operations are implemented in the affected spectrum, these operations could create harmful interference to GNSS receivers in proximity to such operations and impose costs to retrofit or replace affected receivers. Similarly, other countries have considered proposals for use of frequencies used by our products as well as adjacent bands that could cause harmful interference to our products.
Many of our products use other radio frequency bands, such as the public land mobile radio bands, together with the GNSS signal, to provide enhanced GNSS capabilities, such as real-time kinematics precision. The continuing availability of these non-GNSS radio frequencies is essential to provide enhanced GNSS products to our precision survey, agriculture, and construction machine controls markets. In addition, transmissions and emissions from other services and equipment operating in adjacent frequency bands or in-band may impair the utility and reliability of our products. Any regulatory changes in spectrum allocation or in allowable operating conditions could have a material adverse effect on our business, financial condition, and results of operations.
Many of our products rely on GNSS technology, GPS and other satellite systems, which may become degraded or inoperable and result in lost revenue
GNSS technology, GPS satellites, and their ground support systems are complex electronic systems subject to electronic and mechanical failures and possible intentional disruption. Many of the GPS satellites currently in orbit were originally designed to have lives of 7.5 years and are subject to damage by the hostile space environment in which they operate. However, of the current deployment of operational satellites in orbit, some have been in operation for much longer. Repair of damaged or malfunctioning satellites is currently not economically feasible. If a significant number of satellites were to become inoperable,
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there could be a substantial delay before they are replaced with new satellites. A reduction in the number of operating satellites below the 24-satellite standard established for GPS may impair the utility of the GPS system and the growth of current and additional market opportunities. In addition, software updates to GPS satellites and ground control segments, and infrequent known events such as GPS week number rollover, may adversely affect our products and customers. We depend on public access to open technical specifications in advance of system updates to mitigate these problems, which may not be available or complete.
We are dependent on continued operation of GPS, the principal GNSS currently in operation. The GPS constellation is operated by the U. S. Government, which is committed to maintenance and improvement of GPS. If supporting policies were to change, or if user fees were imposed, it could have an adverse effect on our business, financial condition, and results of operations.
Many of our products also use signals from systems that augment GPS, such as the Wide Area Augmentation System and National Differential GPS System, and satellites transmitting signal corrections data on mobile satellite services frequencies utilized by our RTX corrections services. Some of these augmentation systems are operated by the U.S. government and rely on continued funding and maintenance of these systems. Any curtailment of the operating capability of these systems or limitations on access to, or use of the signals, or discontinuance of service could result in degradation of our services or product performance, with an adverse effect on our business, financial condition, and results of operations.
Many of our products use satellite signals available globally from the Russian GLONASS, China’s BeiDou, and the European Galileo GNSS Systems. Other countries have developed regional GNSS systems, such as India’s NavIC and Japan's QZSS, which we support in some products. National or European authorities may provide preferential access to signals to companies associated with their markets, including our competitors, which could harm our competitive position. Geopolitical tensions between the United States and Russia and China could also result in the restriction of our usage of such satellite signals. Use of non-U.S. GNSS signals are also subject to FCC waiver requirements and to restrictions based upon international trade or geopolitical considerations. If we are unable to develop timely and competitive commercial products using these systems, or obtain timely and equal access to service signals, this could result in lost revenue.
Regulatory risks
Compliance with international and U.S. laws and regulations that apply to our international operations. operations can be complex, and exposes us to various risks related to potential non-compliance
These laws and regulations include data privacy requirements, labor relations laws, tax laws, anti-competition regulations, import and trade restrictions, export control laws, and laws whichthat prohibit corrupt payments to governmental officials or certain payments or remunerations to customers, including the U.S. Foreign Corrupt Practices Act ("FCPA"(“FCPA”), the U.K. Bribery Act, orand other anti-corruption laws, that have recently been the subject of a substantial increase in global enforcement. Many of our products are subject to U.S. export law restrictions that limit the destinations and types of customers to which our products may be sold or that require an export license in connection with sales outside the United States. Given the high level of complexity of these laws, there is a risk that some provisions may be inadvertently or intentionally breached, for example through fraudulent or negligent behavior of individual employees, our failure to comply with certain formal documentation requirements or otherwise. Also, we may be held liable for actions taken by our local dealers and partners. Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees, and prohibitions or conditions on the conduct of our business. Any such violations could include prohibitions or conditions on our ability to offer our products in one or more countries and could materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, our business, financial conditions, and our operating results.results of operations.

A new European Union data protection law, the General Data Protection Regulation, which will become effective in May 2018, is wide-ranging in scope. In order to meet the new EU requirements, we will have to invest resources necessary to implement policy changes across our business units and services relating to how we collect and use personal data relating to customers, employees, and vendors. Failure to comply may lead to sizeable fines. In parallel, with the advent of the EU-U.S. Privacy Shield

(the new framework agreement between the U.S. Department of Commerce and the European Commission for transferring personal data from the European Union to the United States) and other national requirements, we expect that the international transfer of personal data will present ongoing compliance challenges and complicate our business transactions as we negotiate and implement suitable arrangements with international customers and international and domestic vendors. Countries outside the EU are considering or have passed legislation that requires local storage and processing of data, which could increase the cost and complexity of delivering our services.

In addition, weWe operate in many parts of the world that have experienced significant governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. We may be subject to competitive disadvantages to the extent that our competitors are able to secure business, licenses, or other preferential treatment by making payments to government officials and others in positions of influence or through other methods that relevant law and regulations prohibit us from using. Our success depends, in part, on our ability to anticipate these risks and manage these difficulties.

We may be affected by fluctuations in currency exchange rates. We are subject to evolving and potentially exposed to adverse as well as beneficial movements in currency exchange rates. Although most of our sales occur in U.S. dollars, expenses may be paid in local currencies. An increaseconflicting privacy laws in the valueUnited States and other jurisdictions, which could adversely impact our business and require that we incur substantial costs
Existing privacy-related laws and regulations in the United States and other countries are evolving and are subject to unclear or potentially differing interpretations, and various U.S. federal and state or other international legislative and regulatory bodies may expand or enact laws regarding privacy and data security-related matters. In Europe, conflicting privacy policies are being pursued by the Commission, legislators and enforcement agencies. New privacy laws may lack clarity and depend on regulators implementing further rules and guidance, which are often significantly delayed, such as in Brazil, China and the European Union. Some countries are considering or have passed legislation that requires local storage and processing of data,
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including geospatial data, which could impact our ability to deliver cloud-based solutions in an efficient manner. In 2023, the dollar couldU.S. and European Union agreed on a new EU-U.S. Data Privacy Framework to provide a mechanism for data transfers from the EU to the U.S. as a replacement for the invalided Privacy Shield program, but legal challenges to the Framework are currently pending. International transfers of personal data present ongoing compliance challenges and complicate our business transactions and operations. In addition, the California Privacy Rights Act (“the “CPRA”) amendments to the California Consumer Privacy Act (the “CCPA”) took full effect in January 2023, with enforcement to begin in March 2024. The CCPA, as amended by the CPRA, among other things give California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used. Other U.S. states and the U.S. Congress have introduced, and a number of states have enacted, data privacy legislation, which may impact our business. Such legislation, amendments and revisions to existing data privacy legislation, and other developments impacting data privacy and data protection may contain unclear and conflicting requirements, and may require us to modify our data processing practices and policies, increase the real costcomplexity of providing our products and services, and cause us to incur substantial costs in an effort to comply. Failure to comply may lead to significant fines and business interruption.
We are subject to the impact of governmental and other certifications processes and regulations, which could adversely affect our customersproducts and our business
We market many products that are subject to governmental regulations and certifications before they can be sold. The European Union increasingly regulates the use of our products in those markets outside the U.S. where we sell in dollars, and a weakened dollar could increase the cost of expenses such as payroll, utilities, tax, and marketing expenses, as well as overseas capital expenditures. We also conduct certain investing and financing activities in local currencies. Our hedging programs reduce, but do not eliminate, the impact of currency exchange rate movements; therefore, changes in exchange rates could harm our results of operations and financial condition.

Catastrophic events or geopolitical conditions could disrupt our operations. Acts of war, acts of terrorism or civil unrest, natural disasterson agriculture, construction, and other catastrophic events, especially any events that impact our larger markets or GNSS signals or systems, could have a material adverse impact on our business, operating results,types of machinery. As we develop and financial condition. The threat of terrorismenhance features which support automated and war and heightened security and military activity in response to this threat, or any future acts of terrorism or hostilities, may involve a redeployment of the satellites used in GNSS or interruptions of the system. Civil unrest, local conflicts, or other political instability may adversely impact regional economies, cause work stoppages, or result in limitations on business transactions with the affected foreign jurisdictions. To the extent that such interruptions result in delays or the cancellation of orders, disruption of the manufacturing or shipmentautonomous operation of our products, we are increasingly subject to functional safety regulation. Conformité Européenne (CE) certification is required for GNSS receivers and data communications products, which must also conform to the European harmonized GNSS receiver requirements and the radio equipment directive to be sold in the European community. In the future, the U.S., European, or reduced demandother governmental authorities may propose GPS receiver testing and certification for compliance with published GPS signal interface or other specifications. Governmental authorities may also propose other forms of GPS receiver performance standards, which may limit design alternatives, hamper product innovation, or impose additional costs. Some of our products itthat use integrated radio communication technology require product type certification and some products require an end user to obtain licensing from the FCC and other national authorities for frequency-band usage. Compliance with evolving product regulations in our major markets could have a material adverse effect onrequire that we redesign our business, results of operations,products, cease selling products in certain markets, and financial condition.

Engaging in international business inherently involves a number of other difficulties and risks.
These risks include:
longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;
difficulties andincrease our costs of staffing and managing foreign operations;
differing local customer product preferences and requirements than our U.S. markets; and
difficulties protecting or procuring intellectual property rights.
These factors or any combination of these factors may adversely affect our revenue or our overall financial performance.

We may not be abledevelopment. An inability to enter into or maintain important alliances and distribution relationships
We believe thatobtain required certifications in certain business opportunities our success will depend on our ability to form and maintain alliances with industry participants, such as Caterpillar, Nikon, Hilti, and CNH Global. Our failure to form and maintain such alliances, or the preemption or disruption of such alliances by actions of competitors, willa timely manner could adversely affect our ability to sellbring our products to customers. Our relationshipsmarket and harm our customer relationships. Failure to comply with substantial industry participants such as Caterpillar and CNH are complex and multifaceted, and are likely to evolve over time based upon the changing business needs and objectives of the parties. Since these strategic relationships contribute to significant ongoing business in certain of our important markets, changes in these relationships could adversely affect our sales and revenues.

We utilize dealer networks, including those affiliated with some of our strategic allies such as Caterpillar and CNH Global, to market, sell and service many of our products. Changes in our product mix, including increasing provision of software and bundled solutions tailored to the needs of specific vertical markets, impose new demands on our distribution channels and may require significant changes in the skills and expertise required to successfully distribute our products and services, or the creation of new distribution channels. Recruiting and retaining qualified channel partners and training them in the use and the selling of our technology and product offerings requires significant time and resources. In order to develop and expand our distribution channels, we must continue to expand and improve our processes and procedures that support our distribution channels, including our

investment in systems and training, and those processes and procedures may become increasingly complex and difficult to manage. The time and expense required for sales and marketing organizations of our channel partners to become familiar with our product offerings, including our new product developments, and newer types of offering such as software and services, may make it more difficult to introduce those products to end-users and delay end-user adoption, whichevolving requirements could result in lower revenues.

Disruption of dealer coverage within specific geographic or end-user markets could cause difficulties in marketing, selling or servicing our productsfines and have an adverse effectlimitations on our business, operating results or financial condition. Moreover, dealers who carry products that compete with our products may focus their inventory purchases and sales efforts on goods provided by competitors due to industry demand or profitability. Such sourcing decisions can adversely impact our sales, financial condition and results of operations.

Investing in and integrating new acquisitions could be costly, place a significant strain on our management systems and resources, or may fail to deliver the expected return on investment, which could negatively impact our operating results
We typically acquire a number of businesses each year, and intend to continue to acquire other businesses. Acquisitions entail numerous risks, including:
potential inability to successfully integrate acquired operations and products or to realize cost savings or other anticipated benefits from integration;
loss of key employees or customers of acquired operations;
difficulty of assimilating geographically dispersed operations and personnel of the acquired companies;
potential disruption of our business or the acquired business;
unanticipated expenses related to acquisitions;
unanticipated difficulties in conforming business practices, policies, procedures, internal controls, and financial records of acquisitions with our own business;
impairment of relationships with employees, customers, vendors, distributors or business partners of either an acquired company or our own business;
inability to accurately forecast the performance of recently acquired businesses, resulting in unforeseen adverse effects on our operating results;
potential liabilities, including liabilities resulting from known or unknown compliance or legal issues, associated with an acquired business; and
negative accounting impact to our results of operations because of purchase accounting treatment and the business or accounting practices of acquired companies.

Any such effects from acquisitions could be costly and place a significant strain on our management systems and resources.

As a result of acquisitions, we have significant assets that include goodwill and other purchased intangibles. The testing of goodwill and intangibles for impairment under established accounting guidelines requires significant use of judgment and assumptions. Changes in business conditions or in the prospects or results of operations of the acquired business could require negative adjustments to the valuation of these assets resulting in write-offs which adversely affect our results. If we divest a business and the proceeds are less than the net book value at the time, we would be forced to write off the difference. In addition, changes in the operating results or stock price of companies in which we have investments may have a direct impact on our financial statements or could result in our having to write-down the value of such investment.

Even if successfully negotiated and closed, acquisitions may not yield expected synergies, may not 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. Companies that we acquire may operate with different cost and margin structures, which could further cause fluctuations in our operating results and adversely affect our operating margins.

Our internal and customer-facing systems, and systems of third parties we rely upon, may be subject to disruption, delays or cybersecurity breaches
A cybersecurity incident in our own systems or the systems of our third party providers may compromise the confidentiality, integrity, or availability of our own internal data, the availability of our products and websites designed to support our customers, or our customer data. Computer hackers, foreign governments or cyber terrorists may attempt to or succeed in penetrating our network security and our website. Unauthorized access to our proprietary business information or customer data may be obtained through break-ins, sabotage, breach of our secure network by an unauthorized party, computer viruses, computer denial-of-service attacks, employee theft or misuse, breach of the security of the networks of our third party providers, or other misconduct. We have experienced security breaches in the past, and despite our efforts to maintain the security and integrity of our systems, it is virtually impossible to eliminate this risk. We have experienced security breaches in the past, and despite our efforts to maintain the security and integrity of our systems, it is virtually impossible to eliminate this risk. For example, in late 2015 and early 2016,

we were the subject of an attack by hackers operating in China. This incident resulted in the theft of proprietary and confidential data related to our GPS technology but has not had a meaningful impact on our business. Because the techniques used by computer hackers who may attempt to penetrate and sabotage our network security or our website change frequently, they may take advantage of weaknesses in third party technology or standards of which we are unaware or that we do not control, and may not be recognized until after they have been launched against a target. We may be unable to anticipate or counter these techniques. It is also possible that unauthorized access to customer data may be obtained through inadequate use of security controls by customers, vendors or business partners. A cybersecurity incident affecting our systems may also result in theft of our intellectual property, proprietary data or trade secrets, which would compromise our competitive position, reputation and operating results.

The systems we rely upon also remain vulnerable to damage or interruption from a number of other factors, including access to the internet, the failure of our network or software systems, or significant variability in visitor traffic on our product websites, earthquakes, floods, fires, power loss, telecommunication failures, computer viruses, human error, and similar events or disruptions. Some of our systems are not fully redundant, and our disaster recovery planning is not sufficient for all eventualities. Our systems are also subject to intentional acts of vandalism. Despite any precautions we may take, the occurrence of a natural disaster, a decision by any of our third-party hosting providers to close a facility we use without adequate notice for financial or other reasons, or other unanticipated problems at our hosting facilities could cause system interruptions and delays, and result in loss of critical data and lengthy interruptions in our services.

We rely on our information systems and those of third parties for activities such as processing customer orders, delivery of products, hosting and providing services and support to our customers, billing and tracking our customers, hosting and managing our customer data, and otherwise running our business. Any disruptions or unexpected incompatibilities in our information systems and those of the third parties upon whom we rely could have a significant impact on our business.

An increasing portion of our revenue comes from software as a service ("SaaS") solutions and other hosted services in which we store, retrieve, communicate and manage data which is critical to our customers’ business systems. Disruption of our systems which support these services and solutions could cause disruptions in our customers’ systems and in the businesses that rely on these systems. Any such disruptions could harm our reputation, create liabilities to our customers, hurt demand for our services and solutions, and negatively impact our revenues and profitability.

Our products are highly technical and may contain undetected errors, product defects, security vulnerabilities or software errors
Our products, including our software products, are highly technical and complex and, when deployed, may contain errors, defects or security vulnerabilities. We must develop our products quickly to keep pace with the rapidly changing market, and we have a history of frequently introducing new products. Products and services as sophisticated as ours could contain undetected errors or defects, especially when first introduced or when new models or versions are released. Such occurrences could result in damage to our reputation, lost revenue, diverted development resources, increased customer service and support costs, warranty claims, and litigation.

We warrant that our products will be free of defect for various periods of time, depending on the product. In addition, certain of our contracts include epidemic failure clauses. If invoked, these clauses may entitle the customer to return or obtain credits for products and inventory, or to cancel outstanding purchase orders even if the products themselves are not defective.

Errors, viruses or bugs may be present in software or hardware that we acquire or license from third parties and incorporate into our products or in third party software or hardware that our customers use in conjunction with our products. Our customers’ proprietary software and network firewall protections may corrupt data from our products and create difficulties in implementing our solutions. Changes to third party software or hardware that our customers use in conjunction with our software could also render our applications inoperable. Any errors, defects or security vulnerabilities in our products or any defects in, or compatibility issues with, any third party hardware or software or customers’ network environments discovered after commercial release could result in loss of revenues or delay in revenue recognition, loss of customers, theft of trade secrets, data or intellectual property and increased service and warranty cost, any of which could adversely affect our business, financial condition and results of operations.

Undiscovered vulnerabilities in our products alone or in combination with third party hardware or software could expose them to hackers or other unscrupulous third parties who develop and deploy viruses, and other malicious software programs that could attack our products. Actual or perceived security vulnerabilities in our products could harm our reputation and lead some customers to return products, to reduce or delay future purchases or use competitive products.

If we are unable to effectively manage our increasingly diverseFinancial and complex businesses and operations, our ability to generate growth and revenue from new or existing customers may be adversely affected

Because our operations are geographically diverse and increasingly complex, our personnel resources and infrastructure could become strained and our reputation in the market and our ability to successfully manage and grow our business may be adversely affected. The size, complexity and diverse nature of our business and the expansion of our product lines and customer base have placed increased demands on our management and operations, and further growth, if any, may place additional strains on our resources in the future. Our ability to effectively compete and to manage our planned future growth will depend on, among other things, the following:
maintaining continuity in our senior management and key personnel,
increasing the productivity of our existing employees,
attracting, retaining, training and motivating our employees, particularly our technical and management personnel,
deploying our solutions using third-party information systems, which may require changes to our applications, documentation and operational processes,
improving our operational, financial and management controls, and
improving our information reporting systems and procedures.

The company has increasingly diversified the nature of its businesses both organically and by acquisition. As a result, an increasing amount of our business involves business models which require managerial techniques and skill sets which are different from those required to manage our historical core businesses.

Over the last few years we have focused more on SaaS subscription models. As a result, we expect to derive an increasing portion of our revenues in the future from subscriptions. This subscription model provides our customers the right to access certain of our software in a hosted environment or use downloaded software for a specified subscription period. Market acceptance of such offerings is affected by a variety of factors, including but not limited to: security, reliability, performance, current license terms, customer preference, social/community engagement, customer concerns with entrusting a third party to store and manage their data, public concerns regarding privacy and the enactment of restrictive laws or regulations. If we are unable to successfully account for, support and host our SaaS offerings in light of the foregoingtax risks and uncertainties, our results of operations could be negatively impacted.

Changes in our software and subscription businesses may negatively affect our operations and financial results
An increasing portionof our revenue is generated through software maintenance and subscription revenue. Our customers have no obligation to renew their agreements for our software maintenance or subscription services after the expiration of their initial contract period, which typically ranges from one to five years. Our customer acquisition and renewal rates may decline or fluctuate as a result of a number of factors, including overall economic conditions, the health of their businesses, competitive offerings and customer dissatisfaction with our services. If customers do not renew their contracts for our products, our maintenance and subscription revenue will decline and our financial results will suffer. Any reduction in the number of licenses that we sell, even if our customer acquisition rates do not change, will have a negative impact on our future maintenance revenue growth. Since its introduction, our software as a service delivery model has also contributed to subscription revenue. If any of our assumptions about expenses, revenue or revenue recognition principles from these initiatives proves incorrect, or our attempts to improve efficiency are not successful, our actual results may vary materially from those anticipated, and our financial results will be negatively impacted.

We continually re-evaluate our software licensing programs and subscription renewal programs, including specific license models, delivery methods, and terms and conditions. Changes to our licensing programs and subscription renewal programs, including the timing of the release of enhancements, upgrades, maintenance releases, the term of the contract, discounts, promotions and other factors, could impact the timing of the recognition of revenue for our products, related enhancements and services and could adversely affect our operating results and financial condition. We may implement different licensing models which require the Company to recognize licensing fees over a longer period. Over the last few years, we have increasingly offered additional products through a SaaS model. SaaS revenues are currently recognized ratably over the subscription period. Any significant increase in the percentage of our business generated from such a subscription model could increase the amount of revenue to be recognized over time as opposed to upfront, which would delay revenue recognition and have a negative impact on our operating results in any quarterly period. Due to these complexities, we may not be able to accurately forecast our revenue, which could cause us to miss our earnings estimates or revenue projections and negatively impact our stock price.

We face substantial competition in our markets which could decrease our revenue and growth rates or impair our operating results and financial condition
Our markets are highly competitive and we expect that both direct and indirect competition will increase in the future. Our overall competitive position depends on a number of factors including the price, quality and performance of our products, the effectiveness of our distribution channel and direct sales force, the level of customer service, the development of new technology and our ability to participate in emerging markets. Within each of our markets, we encounter direct competition from other GNSS, software,

optical and laser suppliers and competition may intensify from various larger U.S. and non-U.S. competitors and new market entrants, particularly from emerging markets such as China. Our products, which commonly use GNSS for basic location information, may be subject to competition from alternative location technologies such as simultaneous location and mapping technology. As we sell an increasing amount of software and subscription services, we face competition from a group of large well established companies with whom we have not previously competed. Our integrated hardware and software products may be subject to increasing competition from mass market devices such as smartphones and tablets used in conjunction with relatively inexpensive applications, which have not been heavily used for commercial applications in the past. These developments may require us to rapidly adapt to technological and customer preference changes that we have not previously been exposed to, 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 rates or impair our operating results and financial condition. We believe that our ability to compete successfully in the future against existing and additional competitors will depend largely on our ability to execute our strategy to provide products with significantly differentiated features compared to currently available products. We may not be able to implement this strategy successfully, and our products may not be competitive with other technologies or products that may be developed by our competitors, many of whom have significantly greater financial, technical, manufacturing, marketing, sales, and other resources than we do.

We are dependent on new products and services and if we are unable to successfully introduce them into the market, or to effectively compete with new, disruptive product alternatives, our customer base may decline or fail to grow as anticipated
Our future revenue stream depends to a large degree on our ability to bring new products and services to market on a timely basis. We must continue to make significant investments in research and development in order to continue to develop new products and services, enhance existing products and achieve market acceptance of such products and services. We may encounter problems in the future in innovating and introducing new products and services. Our development stage products may not be successfully completed or, if developed, may not achieve significant customer acceptance. Development and manufacturing schedules for technology products are difficult to predict, and we might not achieve our goals as to the timing of introducing new technology products, or could encounter increased costs. The timely availability and cost effective production of these products in volume and their acceptance by customers are important to our future success. If we are unable to introduce new products and services, if other companies develop competing technology products and services, or if we do not develop compelling new products and services, our number of customers may not grow as anticipated, or may decline, which could harm our operating results. Many of our offerings are increasingly focused on software and SaaS subscription services. The software industry is characterized by rapidly changing customer preferences which require us to address multiple delivery platforms, new mobile devices and cloud computing. Life cycles of software products can be short and this can exacerbate the risks associated with developing new products. The introduction of third-party solutions embodying new, disruptive technologies and the emergence of new industry standards could make our existing and future software solutions and other products obsolete or non-competitive. If we are not able to develop software and other solutions that address the increasingly sophisticated needs of our customers, or if we are unable to adapt to new platforms, technologies or new industry standards that impact our markets, our ability to retain or increase market share and operating results could be materially adversely affected.

Changes in our effective tax rate may reduce our net income in future periods
As a global company, we are subject to income and other taxes in the United States and numerous foreign jurisdictions. Significant judgment is required to determine and estimate worldwide tax liabilities.  Our effective tax rate is largely based on the geographic mix of earnings, statutory rates, inter-company transfer pricing, and enacted tax laws.  A number of factors may increase our future effective tax rates, including:

the jurisdictions in which profits are determined to be earned and taxed,
the resolution of issues arising from tax audits with U.S. and foreign tax authorities,
changes in our intercompany transfer pricing methodology,
changes in the valuation of our deferred tax assets and liabilities,
increases in expense not deductible for tax purposes, including transaction costs and impairments of goodwill in connection with acquisitions,
changes in the realizability of available tax credits,
changes in share-based compensation,
changes in tax laws or the interpretation of such tax laws, including the Tax Act and the Base Erosion and Profit Shifting (“BEPS”) project conducted by the Organization for Economic Co-operation and Development (“OECD”), and
changes in generally accepted accounting principles.

We are subject to taxation in the U.S. and numerous foreign jurisdictions. On December 22, 2017, the U.S. government enacted the Tax Act. The changes included in the Tax Act are broad and complex. The final transition impacts of the Tax Act may differ from the estimates provided elsewhere in this report, possibly materially, due to, among other things, changes in interpretations

of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to provisional estimates we have recorded regarding the Tax Act impacts, including impacts from changes to foreign earnings estimates. The impact of the newly enacted Tax Act to our future effective tax rates is uncertain and could adversely affect our effective tax rates. The implementation by us of new practices and processes designed to comply with, and benefit from, the Tax Act and its rules and regulations could require us to make substantial changes to our business practices, allocate additional resources, and increase our costs, which could negatively affect our business, results of operations and financial condition.

Additionally, longstanding international tax norms that determine each country’s jurisdiction to tax cross-border international trade are evolving as a result of the BEPS reporting requirements recommended by the G8, G20 and the OECD. On October 5, 2015, the OECD issued a series of reports recommending changes to numerous long-standing tax principles. Many of these recommendations are being adopted by various countries in which we do business and may increase our taxes in these countries. The foreign countries where we do business may change tax laws, regulations, and interpretations on a prospective or retroactive basis and these potential changes could adversely affect our effective tax rates. 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 adversely impact our financial results.

We are currently in various stages of multiple year examinations by federal, state, and foreign taxing authorities, including a review of our 2010 to 2012 tax years by the U.S. Internal Revenue Service, or IRS.  If the IRS or the taxing authorities of any other jurisdiction were to successfully challenge a material tax position, we could become subject to higher taxes and our earnings would be adversely affected.

Our reported financial results may be adversely affected by changes in accounting principles applicable to us
Generally accepted accounting principles in the U.S. are subject to interpretation by the Financial Accounting Standards Board, or FASB, the SEC, and other bodies formed to promulgate and interpret appropriate accounting principles. For example, in May 2014, the FASB issued a comprehensive new revenue recognition standard ("ASC 606") that replaces the current revenue recognition guidance under U.S. GAAP, effective in fiscal 2018. The ASC 606 revenue recognition standard establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The standard also provides guidance on the recognition of costs related to obtaining and fulfilling customer contracts. This new standard is both technical and complex and we have incurred significant costs to implement and maintain compliance with this new standard. The new standard may impact the timing and amounts of revenue recognized. Similarly, a new lease standard ("ASC 842"), effective in fiscal 2019, replaces the current lease standard. Most prominent is the recognition of assets and liabilities by lessees for those leases classified as operating leases under the current lease standard. Adoption of the new revenue recognition standard, and lease standard, along with any other changes in accounting principles or interpretations could also have a significant effect on our reported financial results. Any difficulties in the implementation of new or changed accounting standards could cause us to fail to meet our financial reporting obligations. If our estimates relating to our critical accounting policies are based on assumptions or judgments that change or prove to be incorrect, our operating results could fall below expectations of securities analysts and investors, resulting in a decline in our stock price.

Our debt could adversely affect our cash flow and prevent us from fulfilling our financial obligations
On November 24, 2014, we issued Senior Notes ("Notes") due December 1, 2024 in an aggregate principal amountAt the end of $400.0 million. The Notes accrue interest at a rate2023, our total debt was $3.1 billion, of 4.75% per annum, payable semi-annually in arrears on December 1 and June 1 of each year, beginning on June 1, 2015.which $1.8 billion was senior notes. When the Notesour senior notes mature, we will have to expendutilize significant resources to repay these Notessenior notes or seek to refinance them. If we decide to refinance the Notes,senior notes, we may be required to do so on different or less favorable terms, or we may be unable to refinance the Notessenior notes at all, both of which may adversely affect our business, financial condition.

On November 24, 2014, we entered into a new five-yearcondition, and results of operation. Any downgrade by credit agreement with a grouprating agencies could adversely affect our cost of lenders (the "2014 Credit Facility"). The 2014 Credit Facility provides for an unsecured revolving loan facility of $1.0 billion. Subjectborrowing, limit our access to the terms of the 2014 Credit Facility, the revolving loan facility may be increased and term loan facilities may be establishedcapital markets, or result in an amount of up to $500.0 million. We also have two $75.0 million revolving credit facilities which are uncommitted and may be called by the lenders with very little notice (the "Uncommitted Facilities"). At the end of fiscal 2017, our totalmore restrictive covenants in future debt was comprised primarily of Notes of $400.0 million, a revolving loan balance of $389.0 million under the 2014 Credit Facility and a revolving credit line balance of $128.0 million under the Uncommitted Facilities.

On February 2, 2018, we entered into a $300.0 million Revolving Credit Agreement (the “2018 Interim Credit Facility”), by and between the Company and The Bank of Nova Scotia in connection with the acquisition of e-Builder, Inc., a Florida corporation.

As of February 2, 2018, after giving effect to the borrowings made on the closing date, we had outstanding $300.0 million aggregate principal amount of revolving loans under this credit facility.agreements.
Our outstanding indebtedness could have other important consequences, such as:
•decreasing our business flexibility, limiting access to capital, and/or increasing our borrowing costs;
•requiring us to dedicate a portion of our cash flow from operations and other capital resources to debt service, thereby reducing our ability to fund working capital, capital expenditures, general corporate purposes, and other cash requirements, particularly if the ratings assigned to our debt securities by rating organizations were revised downward,downward;
•increasing our vulnerability to adverse economic and industry conditions,conditions;
•reducing our ability to make investments and acquisitions, which support the growth of the company, or to repurchase shares of our common stock,stock; and
•limiting our flexibility in planning for, or reacting to changes and opportunities in our industry, which may place us at a competitive disadvantage, and
limiting our ability to incur additional debt on acceptable terms, if at all.

disadvantage.
There are various financial covenants and other restrictions in our debt instruments. If we fail to comply with any of these requirements, the related indebtedness (and other unrelated indebtedness) could become due and payable prior to its stated maturity, and we may not be able to repay the indebtedness that becomes due. A default under our debt instruments may also significantly affect our ability to obtain additional or alternative financing.

Our ability to make scheduled payments or to refinance our obligations with respect to indebtedness will depend on our operating and financial performance, which in turn, is subject to prevailing economic conditions and to financial, business, and
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other factors beyond our control. A significant portion of our outstanding debt has interest rates whichthat float based on prevailing interest rates. rates, and we may incur additional variable-rate debt in the future. Such rates tend to fluctuate based on general economic conditions, general interest rates, Federal Reserve rates, and the supply of and demand for credit in the relevant interbanking market. If interest rates increase, our interest expense will also increase.increase as would the costs of refinancing existing indebtedness or obtaining new debt.

Our ability to incur additional indebtedness over time may be limited due to applicable financial covenants and restrictions, and due to the risk that significantly increasingSignificant increases in our level of indebtedness could impact the ratings assigned to our debt securities by rating organizations, which in turn would increase the interest rates and fees that we pay in connection with our indebtedness.

Some ofChanges in our products rely on third party technologies including open source software, which could resulteffective tax rate may reduce our net income in product incompatibilities or harm availability of our products and services
We license software, technologies and intellectual property underlying some of our software from third parties. The third party licenses we rely upon may not continue to be available to us on commercially reasonable terms, or at all, and the software and technologies may not be appropriately supported, maintained or enhanced by the licensors, resulting in development delays. Some software licenses are subject to annual renewals at the discretion of the licensors. In some cases, if we were to breach a provision of these license agreements, the licensor could terminate the agreement immediately. The loss of licenses to, or inability to support, maintain and enhance, any such third party software or technology could result in increased costs, or delays in software releases or updates, until such issues have been resolved. This could have a material adverse effect on our business, financial condition, results of operations, cash flows and future prospects.

We also incorporate open source software into our products. Although we monitor our use of open source software, the terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to market or sell our products or to develop new products. In such event, we could be required to seek licenses from third-parties in order to continue offering our products, to disclose and offer royalty-free licenses in connection with our own source code, to re-engineer our products or to discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis, any of which could adversely affect our business.

We are dependent on proprietary technology, which could result in litigation that could divert significant valuable resources
Our future success and competitive position is dependent upon our proprietary technology, and we rely on patent, trade secret, trademark, and copyright laws to protect our intellectual property. The patents owned or licensed by us may be invalidated, circumvented, infringed or challenged. The rights granted under these patents may not provide competitive advantages to us. Any of our pending or future patent applications may not be issued within the scope of the claims sought by us, if at all.

Despite our efforts to protect our intellectual property rights, unauthorized parties may attempt to copy or otherwise obtain our software or develop software with the same functionality or to obtain and use information that we regard as proprietary. Others may develop technologies that are similar or superior to our technology, duplicate our technology or design around the patents owned by us. In addition, effective copyright, patent and trade secret protection may be unavailable, limited or not applied for in certain countries. The steps taken by us to protect our technology might not prevent the misappropriation of such technology.

The value of our products relies substantially on our technical innovation in fields in which there are many current patent filings. Third-parties may claim that we or our customers (some of whom are indemnified by us) are infringing their intellectual property rights. For example, individuals and groups may purchase intellectual property assets for the purpose of asserting claims of infringement and attempting to extract settlements from us or our customers. The number of these claims has increased in recent years and may continue to increase in the future. As new patents are issued or are brought to our attention by the holders of such patents, it may be necessary for us to secure a license from such patent holders, redesign our products, or withdraw products from the market. In addition, the legal costs and engineering time required to safeguard intellectual property or to defend against litigation could become a significant expense of operations. Any such litigation could require us to incur substantial costs and divert significant valuable resources, including the efforts of our technical and management personnel, which could harm our results of operations and financial condition.

We are dependent on a specific manufacturer and assembler for many of our products and on other manufacturers, and specific suppliers of critical parts for our products
We are substantially dependent upon Flex Ltd. as our preferred manufacturing partner for many of our GNSS products. Under our agreement with Flex, we provide a twelve-month product forecast and place purchase orders with Flex at least thirty calendar days in advance of the scheduled delivery of products to our customers, depending on production lead time. Although purchase orders placed with Flex are cancelable, the terms of the agreement would require us to purchase from Flex all inventory not returnable or usable by other Flex customers. Accordingly, if we inaccurately forecast demand for our products, we may be unable to obtain adequate manufacturing capacity from Flex to meet customers’ delivery requirements or we may accumulate excess inventories, if such inventories are not usable by other Flex customers. Our current contract with Flex continues in effect until either party gives the other ninety days written notice.

We rely on specific suppliers for a number of our critical components and on other contract manufacturers, including Benchmark Electronics and Jabil, for the manufacture, test and assembly of certain products and components. We have experienced shortages of components in the past. Our current reliance on specific or a limited group of suppliers and contract manufacturers involves risks, including a potential inability to obtain an adequate supply of required components, reduced control over pricing and delivery schedules, discontinuation of or increased prices for certain components, and economic conditions which may adversely impact the viability of our suppliers and contract manufacturers. This situation may be exacerbated during any period of economic recovery or a competitive environment. Any inability to obtain adequate deliveries or any other circumstance that would require us to seek alternative sources of supply or to manufacture, assemble and test such components internally could significantly delay our ability to ship our products, which could damage relationships with current and prospective customers and could harm our reputation and brand as well as our operating results.

We are dependent on the availability and unimpaired use of allocated bands within the radio frequency spectrum and our products may be subject to harmful interference from new or modified spectrum uses
Our GNSS technology is dependent on the use of satellite signals and on terrestrial communication bands. International allocations of radio frequency are made by the International Telecommunications Union ("ITU"), a specialized technical agency of the United Nations. These allocations are further governed by radio regulations that have treaty status and which may be subject to modification every two to three years by the World Radio Communication Conference. Each country also has regulatory authority over how each band is used in the country. In the United States, the Federal Communications Commission ("FCC") and the National Telecommunications and Information Administration share responsibility for radio frequency allocations and spectrum usage regulations.

Any ITU or local reallocation of radio frequency bands, including frequency band segmentation and sharing of spectrum, or other modifications of the permitted uses of relevant frequency bands, may materially and adversely affect the utility and reliability of our products and have significant negative impacts on our customers, both of which could reduce demand for our products. For example, the FCC has been considering proposals to repurpose spectrum adjacent to the GPS bands for terrestrial broadband wireless operations throughout the United States. If the FCC were to permit implementation of such proposals, or similar proposals, terrestrial broadband wireless operations could create harmful interference to GPS receivers within range of such operations and impose costs to retrofit or replace affected receivers. Similarly, other countries have considered proposals for use of frequencies used by our products as well as adjacent bands that could cause harmful interference to our products.

Many of our products use other radio frequency bands, such as the public land mobile radio bands, together with the GNSS signal, to provide enhanced GNSS capabilities, such as real-time kinematics precision. The continuing availability of these non-GNSS radio frequencies is essential to provide enhanced GNSS products to our precision survey, agriculture, and construction machine controls markets. In addition, transmissions and emissions from other services and equipment operating in adjacent frequency

bands or in-band may impair the utility and reliability of our products. Any regulatory changes in spectrum allocation or in allowable operating conditions could have a material adverse effect on our business, results of operations, and financial condition.

Many of our products rely on GNSS technology, GPS and other satellite systems, which may become degraded or inoperable and result in lost revenue
GNSS technology, GPS satellites and their ground support systems are complex electronic systems subject to electronic and mechanical failures and possible intentional disruption. Many of the GPS satellites currently in orbit were originally designed to have lives of 7.5 years and are subject to damage by the hostile space environment in which they operate. However, of the current deployment of 31 operational satellites in orbit, seven have been in operation for more than 15 years, and over half have been in use for more than 7.5 years. Repair of damaged or malfunctioning satellites is currently not economically feasible. If a significant number of satellites were to become inoperable, there could be a substantial delay before they are replaced with new satellites. A reduction in the number of operating satellites below the 24-satellite standard established for GPS may impair the utility of the GPS system and the growth of current and additional market opportunities. In addition, software updates to GPS satellites and ground control segments can cause problems, and we depend on public access to open technical specifications in advance of such updates to mitigate these problems.

We are dependent on continued operation of GPS, the principal GNSS currently in operation. The GPS constellation is operated by the U. S. Government, which is committed to maintenance and improvement of GPS. If supporting policies were to change, or if user fees were imposed, it could have a material adverse effect on our business, results of operations, and financial condition.

Many of our products also use signals from systems that augment GPS, such as the Wide Area Augmentation System and National Differential GPS System, and satellites transmitting signal corrections data on mobile satellite services frequencies utilized by our RTX corrections services. Some of these augmentation systems are operated by the U.S. government and rely on continued fundingand maintenance of these systems. Any curtailment of the operating capability of these systems or limitations on access to, or use of the signals, or discontinuance of service could result in degradation of our services or product performance, with an adverse effect on our business.

Many of our products use satellite signals from the Russian GLONASS System. Other countries, including China and India, are in the process of creating their own GNSS systems, and we either have developed or will develop products which use GNSS signals from these systems. The European community is developing an independent radio navigation satellite system, known as Galileo. National or European authorities may provide preferential access to signals to companies associated with their markets, including our competitors, which could harm our competitive position. Use of non-US GNSS signals may also be subject to FCC waiver requirements and to restrictions based upon international trade or geopolitical considerations. If we are unable to develop timely and competitive commercial products using these systems, or obtain timely and equal access to service signals, this could result in lost revenue. These authorities may also adopt protectionist measures favoring national companies who make use of their GNSS systems, to the detriment of Trimble products using the U.S. GPS system, which would harm our business.

periods
We are subject to the impact of governmentalincome and other certifications processestaxes in the United States and numerous foreign jurisdictions. Significant judgment is required to determine and estimate worldwide tax liabilities. While we believe our tax positions are consistent with the tax laws in the jurisdictions in which we conduct our business, it is possible that these positions may be contested or overturned by jurisdictional tax authorities, which may have a significant impact on our global provision for income taxes. Our effective tax rate is primarily subject to the geographic mix of earnings, statutory rates, inter-company transfer pricing, and enacted tax laws.
A number of factors may increase our future effective tax rates, including:
•the jurisdictions in which profits are determined to be earned and taxed;
•the resolution of issues arising from tax audits with the U.S. and foreign tax authorities;
•changes in our intercompany transfer pricing methodology;
•changes in the valuation of our deferred tax assets and liabilities;
•increases in expense not deductible for tax purposes, including transaction costs and impairments of goodwill in connection with acquisitions;
•changes in the realizability of available tax credits;
•changes in share-based compensation;
•changes in tax laws or the interpretation of such tax laws; and
•changes in generally accepted accounting principles.
The jurisdictions where we do business may change tax laws, regulations, whichand interpretations on a prospective or retroactive basis and these potential changes could adversely affect our productseffective tax rates and impact our financial results.
The Organization of Economic Cooperation and Development (“OECD”) introduced, and member countries agreed to, a framework that imposes a minimum tax of 15% to certain multinational enterprises. We will continue to monitor and assess how this may impact our financial results when implemented.
We are currently in various stages of multiple year examinations by state and foreign taxing authorities. If taxing authorities of any jurisdiction were to successfully challenge a material tax position, we could become subject to higher taxes and our businessearnings could be adversely affected.
We market many products thatmay be affected by fluctuations in currency exchange rates
Over half of our revenue is derived from sales to customers outside of the U.S., and we are subjectpotentially exposed to governmental regulationsadverse as well as beneficial movements in currency exchange rates. Historically, the majority of our revenue contracts are denominated in U.S. Dollars, with the most significant exception being Europe, where we invoice primarily in Euro. Additionally, a portion of our expenses, such as the cost to manufacture and certifications before they can be sold. The European Union increasingly regulatescosts of personnel, are denominated in foreign currencies, primarily the useEuro. An increase in the value of the dollar could increase the real cost to our customers of our products on agriculture, construction,in those markets outside the U.S. where we sell in dollars, and other typesa weakened dollar could increase the cost of machinery. CE certification is required for GNSS receiverslocal operating expenses, procurement of raw materials from sources outside the U.S., and data communications products, which must conform tooverseas capital expenditures. We also conduct certain investing and financing activities in local currencies. Our foreign exchange forward contracts reduce, but do not eliminate, the European harmonized GNSS receiver standard and the radio equipment directive, to be sold in the European community. Delays in publicationimpact of the European harmonized GNSS receiver standard could affect GNSS product access to European markets. In the future, U.S. governmental authorities may propose GPS receiver testing and certification for compliance with published GPS signal interface or other specifications. An inability to obtain any such certifications in a timely manner could have an adverse effect on our operating results. Governmental authorities may also propose other forms of GPS receiver performance standards, which may limit design alternatives, hamper product innovation or impose additional costs. Some of our products that use integrated radio communication technology require product type certification and some products require an end-user to obtain licensing from the FCC for frequency-band usage. An inability or delay in obtaining such certifications orcurrency exchange rate movements; therefore, changes in applicable rules could adversely affect our ability to bring our products to market whichexchange rates could harm our business, financial condition, and results of operations.
Risks related to ownership of our stock
Our stock price is volatile
The market price of our common stock has been, and may continue to be, highly volatile. During 2023, our stock price ranged from $39.57 to $62.01. A variety of factors can cause the price of our common stock to fluctuate, perhaps substantially, including:
•quarterly fluctuations in our actual or anticipated operating results and order levels;
•announcements and reports of developments related to our business, our major customers and partners, and the industries in which we compete, or the industries in which our customers compete;
•security breaches;
•acquisition announcements;
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•new products or product enhancements announced or introduced by us or our competitors;
•disputes with respect to developments in patents or other intellectual property rights;
•developments in our relationships with our partners, customers, and suppliers;
•the imposition of tariffs or other trade barriers;
•political, economic, or social uncertainty, such as the conflicts in the Middle East and between Russian and Ukraine;
•general conditions in the worldwide economy;
•catastrophic or geopolitical events, including global pandemics; and
•acts of terrorism.
In addition, the stock market in general and the markets for shares of “high-tech” companies in particular have frequently experienced extreme price fluctuations, which have often been unrelated to the operating performance of affected companies.
Our annual and quarterly performance fluctuates, which can adversely impact our stock price
Our operating results have fluctuated and can be expected to continue to fluctuate in the future on a quarterly and annual basis as a result of a number of factors, many of which are beyond our control. Results in any period could be affected by:
•changes in market demand;
•competitive market conditions;
•supply chain disruptions;
•the amount of inventory that our dealer networks carry;
•the timing of recognizing revenue;
•fluctuations in foreign currency exchange rates;
•the cost and availability of components;
•the mix of our customer relationshipsbase and therefore,sales channels;
•the mix of products sold;
•pricing of products;
•execution of objectives and key results;
•changes in the U.S. or foreign policies on taxes, trade, or spending;
•regional responses and restrictions related to global pandemics; and
•other risks, including those described below.
Seasonal variations in demand for our products may also affect our quarterly results. Construction equipment revenue has historically been the highest in early spring. Our agricultural equipment revenue has historically been the highest in the first quarter, followed by the second quarter, reflecting buying in anticipation of the spring planting season in the Northern hemisphere. If we do not accurately forecast seasonal demand, we may be left with unsold inventory or have a shortage of inventory, which could adversely impact our business, financial conditions, and results of operations.
Due in part to the buying patterns of our customers, a portion of our hardware revenue occurs from orders received and immediately shipped to customers in the last few weeks and days of each quarter, while our operating results. Compliance with evolving product regulationsexpense tends to remain fairly predictable. These patterns could harm our operating results if for any reason expected sales are deferred, orders are not received, or shipments are delayed a few days at the end of a quarter.
The price of our common stock could decline substantially in the event any of these risks result in our major markets could requirefinancial performance being below the expectations of public market analysts and investors, which are based on historical and predictive models that we redesign our products, cease selling products in certain markets, and increase our costsare not necessarily accurate representations of product development. Failure to comply may result in fines and limitations on sales of our products.the future.

General risk factors
We have claims and lawsuits against us that may result in adverse outcomes

We are subject to a variety of claims and lawsuits. Adverse outcomes in some or all of these claims may result in significant monetary damages or injunctive relief that could adversely affect our ability to conduct our business. Litigation and other claims are subject to inherent uncertainties and the outcomes can be difficult to predict. Management may not adequately reserve for a contingent liability, or may suffer unforeseen liabilities, which could then impact the results of a financial period. A material adverse impact on our consolidated financial statements could occur for the period in which the effect of an unfavorable final outcome becomes probable and reasonably estimable which, if not expected, could harm our business, financial condition, and results of operations.
Catastrophic events or geopolitical conditions could disrupt our operations
Acts of war, acts of terrorism or civil unrest, natural disasters and other catastrophic events, especially any events that impact our larger markets or GNSS signals or systems, could have a material adverse impact on our business. The threat of terrorism and war and heightened security and military activity in response to this threat, or any future acts of terrorism or hostilities, may involve a redeployment of the satellites used in GNSS or interruptions of the system. Civil unrest, local conflicts, or other
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political instability may adversely impact regional economies, cause work stoppages, or result in limitations on business transactions with the affected jurisdictions. To the extent that such interruptions result in delays or the cancellation of orders, disruption of the manufacturing or shipment of our products, or reduced demand for our products, these interruptions could have a material adverse effect on our business, financial condition, and results of operations.
The uncertain nature, magnitude, and duration of hostilities stemming from the ongoing military conflict in the Middle East and between Russia and Ukraine, including effects of sanctions on the world economy and markets, possible retaliatory cyber-attacks, and supply chain disruptions, have contributed to increased market volatility and uncertainty, and could have an adverse impact on our business and could amplify the existing supply chain challenges we faced. As a result of the ongoing military conflict in Ukraine, the United States, the United Kingdom, and the European Union governments, among others, implemented a series of sanctions packages against Russia. The sanctions have contributed to supply chain disruptions, higher commodity prices, higher oil and natural gas price, and a slowdown in global economic growth. It is not possible to predict the broader consequences of the conflict, which could include further sanctions; embargoes; regional instability; geopolitical shifts and adverse effects on macroeconomic conditions; the availability and cost of raw materials, supplies, freight, and labor; currency exchange rates; our suppliers, customers, and potential consumer demand for our products; and financial markets, all of which could impact our business, financial condition, and results of operations.
Additionally, we rely on our Americas Regional Fulfillment Center (“ARFC”) in Dayton, Ohio to support our hardware product sales in the U.S. and internationally, and we typically maintain a significant concentration of inventory at this location. Any disruption or damage to our facility, operations, or inventory at our ARFC, whether as a result of a natural disaster or other catastrophic event, could significantly impair our ability to fulfill orders for our hardware products, including into Europe, which would negatively affect our results of operations.
Damage to our reputation could significantly harm our businesses, competitive position, and prospects for growth
Our ability to attract and retain investors, customers, and employees could be adversely affected by damage to our reputation resulting from various events, including environmental, social, and governance (“ESG”) related issues; employee misconduct, litigation, or regulatory outcomes; failure to deliver minimum standards of service and quality; compliance failures; unethical behavior; unintended breach of confidential information; and the activities of our customers and commercial partners.
In addition, we are committed to aligning our purpose, culture, and corporate strategy with sustainability. Any perceived change in our dedication to these commitments could harm our reputation and could adversely impact our business. Our disclosures on these matters, and standards we set for ourselves or a failure to meet these standards, may influence our reputation and the value of our brand.
For example, we have elected to share publicly our commitments and ongoing efforts in our Sustainability Report, where we address the importance of ESG matters to our stakeholders and our Company. Our business may face increased scrutiny related to these activities, including from the investment community, and our failure to achieve progress in these areas on a timely basis, or at all, could adversely affect our reputation, growth, business, financial condition, and results of operations.
Climate change could disrupt or harm our business
While we seek to mitigate our business risks associated with climate change by establishing robust environmental programs and partnering with organizations who are also focused on mitigating their own climate-related risks, we recognize that there are inherent climate-related risks wherever business is conducted. Any of our primary locations may be vulnerable to the adverse effects of climate change. Changing market dynamics, global policy developments, and the increasing frequency and impact of extreme weather events on critical infrastructure in the U.S. and elsewhere, each have the potential to disrupt our business, the business of our third-party suppliers, and the business of our customers, and may cause us to experience higher attrition, losses, and additional costs to maintain or resume operations.
Environmental, social, and governance matters and related reporting obligations may cause us to incur additional expenses or adversely impact our business or reputation
U.S. and international regulators, investors, and other stakeholders are increasingly focused on ESG matters. New domestic and international laws and regulations relating to ESG matters, including human capital, diversity, sustainability, climate change, and cybersecurity are under consideration or being adopted, which may include specific, target-driven disclosure requirements or obligations. We communicate certain ESG-related initiatives, goals, and/or and other matters in our annual Sustainability Report, on our website, in our filings with the SEC, and elsewhere. For example, in 2022, we established science-based targets for Scope 1, 2, and 3 greenhouse gas emissions, certain commitments on sourcing renewable energy, and the goal to engage 70% of our suppliers in setting their own science-based targets. Implementation of our goals and targets may require capital improvements. Our ability to achieve any stated commitment, goal, target, or objective is subject to many factors and conditions, some of which are outside of our control, including the pace of changes in technology and the cooperation and/or availability of suppliers that can meet our sustainability standards. If we fail to achieve, are perceived to have failed or been delayed in achieving, or improperly report our progress toward achieving our publicly stated goals and
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commitments or compliance with U.S. and international ESG laws and regulations, our business reputation and our financial condition, and results of operations and financial condition.may be negatively impacted.

Item 1B.
Item 1B. Unresolved Staff Comments
None

None.
Item 1C. Cybersecurity
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,
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quickly manage exposures, assess potential customer impact, and facilitate consistent reporting to our CEO and to our Audit Committee.
Item 2.
Item 2. Properties

Our corporate headquarters is located in Sunnyvale, CaliforniaWestminster, Colorado where we leaseown approximately 139250 thousand square feet. We also currently own approximately 310 500thousand square feet in Dayton, Ohio and 251 thousand square feet in Westminster, Colorado, of which 126 thousand square feet is currently under construction to extend the current office. Ohio. These facilities are used by all operatingreporting segments. In addition, we own and lease a number of offices throughout the United States and various international locations primarily for sales, manufacturing and other functions; the largest properties include space in the following locations:

Sweden, Finland, India, New Zealand, Germany, and Canada. For financial information regarding obligations under leases, see refer to Note 8 to the consolidated financial statements.

9 “Leases” of this report.
We believe that our existing facilities are adequate to support current and near termnear-term operations.

Item 3.
Item 3. Legal Proceedings

On September 2, 2011, Recreational Data Services, LLC filed a lawsuit in the Superior Court for the State of Alaska in Anchorage against Trimble Navigation Limited, Cabela’s Incorporated, AT&T Mobility and Alascom, Inc., alleging breach of contract, breach of fiduciary duty, interference with contract, promissory estoppel, fraud, and negligent misrepresentation. The case was tried in front of a jury in Alaska beginning on September 9, 2014. On September 26, 2014, the jury returned a verdict in favor of the plaintiff and awarded the plaintiff damages of $51.3 million. On January 29, 2015, the court granted our Motion for Judgment Notwithstanding the Verdict, and on March 18, 2015, the court awarded us a portion of its incurred attorneys’ fees and costs, and entered judgment in our favor in the amount of $0.6 million.  The judgment also provides that the plaintiff take nothing on its claims.  On April 17, 2015, the plaintiff filed a Notice of Appeal to the Alaska Supreme Court. On March 24, 2017, the Alaska Supreme Court affirmed, in part, and reversed, in part, the trial court's decision.  The Alaska Supreme Court affirmed the trial court's determination that plaintiff had not proven damages and was not entitled to recover any lost profits, and remanded the case to the trial court for an award of nominal damages to plaintiff.  On December 8, 2017, the trial court entered judgment awarding nominal damages (one Dollar) to plaintiff.  On December 22, 2017, plaintiff filed a Petition for Writ of Certiorari with the U.S. Supreme Court seeking further review of the Alaska Supreme Court’s decision. 
From time to time, we are also involved in litigation arising out ofin the ordinary course of our business. There are no other material legal proceedings, other than ordinary routine litigation incidental to the business, to which we or any of our subsidiaries is a party or of which any of our or our subsidiaries' property is subject.
Item 4.Mine Safety Disclosures
Item 4. Mine Safety Disclosures
None.

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PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Company Stock Performance
Our common stock is tradedtrades on the NASDAQ under the symbol “TRMB.” The table below sets forth, duringfollowing graph compares the periods indicated, the high and low per share sale prices forcumulative five-year total return provided to stockholders on our common stock as reportedrelative 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 the NASDAQ. December 31, 2018, and its relative performance is tracked through December 31, 2023.
 2017 2016
 Sales Price Sales Price
Quarter EndedHigh     Low     High     Low    
First quarter$32.34 $28.61 $25.44 $18.36
Second quarter$37.37 $30.45 $27.79 $22.68
Third quarter$40.30 $35.63 $28.72 $23.69
Fourth quarter$43.97 $39.19 $30.84 $25.30
681
Stock Repurchase Program
In November 2017,August 2021, our Board of Directors approved a stock repurchase program ("2017(“2021 Stock Repurchase Program"Program”), authorizing us to repurchase up to $600.0$750.0 million in repurchases of Trimble’sour common stock. 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 share2024 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 and replacesdate.
According to the 20152024 Stock Repurchase Program, which was completed.we may repurchase stocks from time to time through accelerated stock repurchase programs, open market transactions, privately negotiated transactions, block purchases, tender offers or other means. The timing and amountactual number of repurchase transactionsany stock repurchased will be determined by our management baseddepend on its evaluationa variety of factors including market conditions, shareour stock price, other available uses of capital, applicable legal requirements, and other factors. The program2024 Stock Repurchase Program may be suspended, modified, or discontinued at any time without publicprior notice.
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 PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced ProgramMaximum 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, 20232,352,860 $42.50 2,352,860 $115,255,017 
December 2, 2023 – December 29, 2023— $— — $115,255,017 
Total2,352,860 2,352,860 
During fiscal 2017,2023, we repurchased approximately 7.4approximately 2.4 million shares of common stock in open market purchases under the 2017 and 2015our 2021 Stock Repurchase Programs, at an average price of $39.18$42.50 per share, for a total of $288.3$100.0 million. At the end of fiscal 2017,2023, the 2017 2021
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Stock Repurchase Program had remaining authorized funds of $442.2 million.
The following table provides information relating to our common stock repurchase activity during$115.3 million, which amount was subsequently replaced with $800.0 million under the fourth quarter of 2017:
 Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Dollar Value of Shares that May Yet Be Purchased Under the Program 
September 30, 2017 - November 3, 2017466,677
 $40.61 466,677
 $68
 
November 4, 2017 - December 1, 20172,032,695
 41.83 2,032,695
 514,981,085
 
December 2, 2017 - December 29, 20171,768,271
 $41.18 1,768,271
 $442,157,523
 
 4,267,643
 
 4,267,643
   
         

2024 Stock Repurchase Program.
As of February 22, 2018,20, 2024, there were approximately 591499 registered holders of record of our common stock.
Dividend Policy
We have not declared or paid any cash dividends on our common stock during any period for which financial information is provided in this Annual Report on Form 10-K.report. At this time, we intend to retain future earnings, if any, to fund the development and growth of our business and do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Item 6. Reserved
28

Item 6.Selected Financial Data
The following selected consolidated financial data should be read in conjunction with “Management’s Discussion and AnalysisTable of Financial Condition and Results of Operations” and our consolidated financial statements and related notes appearing elsewhere in this annual report. Historical results are not necessarily indicative of future results. In particular, because the results of operations and financial condition related to our acquisitions are included in our Consolidated Statements of Income and Consolidated Balance Sheets data commencing on those respective acquisition dates, comparisons of our results of operations and financial condition for periods prior to and subsequent to those acquisitions are not indicative of future results.
Contents
Fiscal Years2017 2016 2015 2014 2013
(Dollar in millions, except per share data)         
Revenue$2,654.2
 $2,362.2
 $2,290.4
 $2,395.5
 $2,288.1
Gross margin$1,392.6
 $1,238.0
 $1,202.2
 $1,290.8
 $1,203.8
Gross margin percentage52.5% 52.4% 52.5% 53.9% 52.6%
Net income attributable to Trimble Inc.$121.1
 $132.4
 $121.1
 $214.1
 $218.9
Net income$121.2
 $132.2
 $120.7
 $213.9
 $218.2
Earnings per share         
—Basic$0.48
 $0.53
 $0.47
 $0.82
 $0.85
—Diluted$0.47
 $0.52
 $0.47
 $0.81
 $0.84
Shares used in calculating basic earnings per share252.1
 250.5
 255.8
 260.1
 256.6
Shares used in calculating diluted earnings per share256.7
 253.9
 258.5
 264.5
 261.2
          
At the End of Fiscal Year2017 2016 2015 2014 2013
(Dollar in millions)         
Total assets$4,298.2
 $3,673.8
 $3,680.7
 $3,855.9
 $3,693.5
Long-term debt and other non-current liabilities$947.5
 $603.4
 $717.9
 $766.8
 $729.8

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements and the related notes. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. 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 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Discussions of 2021 items and year-to-year comparisons between 2022 and 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 30, 2022.
EXECUTIVE LEVEL OVERVIEW
Trimble Inc. isWe are a leading provider of technology solutions that optimize theenable professionals and field mobile workers to improve or transform their work processes of office and mobile field professionals around the world.processes. Our comprehensive work process solutions are used across a range of industries including agriculture, architecture, building construction, civil engineering, construction, government,geospatial, survey and mapping, agriculture, natural resources, utilities, transportation, and utilities. Representative Trimblegovernment. Our representative customers include construction owners, contractors, engineering and construction firms, contractors, surveying companies, farmers and agricultural companies, transportationenergy and logisticsutility companies, energy, utilitytrucking companies, and state, federal, and municipal governments.
Trimble focuses Further information on integrating its broad technological and application capabilities to create vertically-focused, system-level solutions that transform how workour business is done within the industries we serve. The integrationpresented in Part I, Item 1, “Business” of sensors, software, connectivity, and information in our portfolio gives us the unique ability to provide an information model specific to the customer’s workflow. For example, in construction, our strategy is centered on the concept of a “constructible model” which is at the center of our “Connected Site” solutions which provide real-time, connected, and cohesive information environments for the design, build, and operational phases of construction projects. In agriculture, we continue to develop “Connected Farm” solutions to optimize operations across the agriculture workflow. In transportation and logistics, our “Connected Fleet” solutions provide transportation companies with tools to enhance fuel efficiency, safety, and transparency through connected vehicles and fleets across the enterprise.this report.
Our growth strategy is centered on multiple elements:
•Executing on our Connect and Scale strategy;
•Increasing focus on software and services;
•Focus on attractive markets with significant growth and profitability 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 markets are each multi-trillion dollar global industries which operate in increasingly demanding environments with technology adoption in the early phases relative to other industries. With the emergence of mobile computing capabilities, the increasing technological know-how of end users and the compelling return on investment to our customers, we believe many of our markets are attractive for substituting Trimble’s technology and solutions in place of traditional operating methods.
potential;
•Domain knowledge and technological innovation that benefitbenefits a diverse customer 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 R&D and acquisitions. We have been spending approximately 14% to 15% of revenue over the past several years on R&D and currently have over 1,200 unique patents. We intend to continue to take advantage of our technology portfolio and deep domain knowledge to quickly and cost-effectively deliver specific, targeted solutions to each of the vertical markets we serve. We look for opportunities where the opportunity for technological change is high and which have a requirement for the integration of multiple technologies into complete vertical solutions.
base;
Increasing focus on software and 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. Trimble has an open application programming interface philosophy and open vendor environment which leads to increased adoption of our software and analytics offerings. We believe that increased recurring revenue from these solutions will provide us with enhanced business visibility over time. Professional services constitute an additional growth channel that helps our customers integrate and optimize the use of our offerings in their environment.
•Geographic expansion with a localization 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. We currently have a physical presence in over 40 countries and distribution channels in over 100 countries. In 2017, over 50% of our sales were to customers located in countries outside of the U.S.
strategy;
•Optimized go to marketgo-to-market strategies to best access our markets - We utilize vertically focused go-to-market strategies that leverage domain expertise to best serve the needs of individual markets domesticallymarkets;
•Strategic and abroad. These go to market capabilities include independent dealers,targeted acquisitions, joint ventures, original equipment manufacturers ("OEM") sales, and distribution alliances with key partners, such as CNH Global, Caterpillar,investments; and Nikon, as well as direct sales to end-users, that provide us with broad market reach and localization capabilities to effectively serve our markets.
Strategic acquisitions - Organic growth continues to be our primary focus, while acquisitions serve to enhance our market position. We acquire businesses that bring domain expertise, technology, products, or distribution capabilities that augment our portfolio and allow us to penetrate existing markets more effectively, or to establish a market beachhead. Our success in targeting and effectively integrating acquisitions is an important aspect of our growth strategy.
•Sustainability.


Trimble’sOur focus on these growth drivers has led over time to growth in revenue and profitability as well asand an increasingly diversified business model. SoftwareWe continue to experience a shift toward a more significant mix of recurring revenue as demonstrated by our success in driving annualized recurring revenue (“ARR”) of $1,982.3 million, which represents growth of 24% year-over-year at the end of 2023. Excluding the impact of foreign currency, acquisitions, and servicesdivestitures, ARR organic growth is driving increasedwas 13%. This shift toward recurring revenue has positively impacted our revenue mix and growth over time and is leading to improved visibility in someour businesses. Our software, services, and recurring revenue represented 67% and 59% of our businesses. 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).
As our solutions have expanded, our go to marketgo-to-market model has also evolved with a balanced mix between direct, distribution, and OEM customers and an increasing number of enterprise levelas well as enterprise-level customer relationships.
Throughout this “Management’s Discussion and Analysis of Financial Condition and Results of 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 Revenue” found later in this Item 7.
Impact of Recent Events on Our Business
Acquisitions and Divestitures
We acquire businesses that align with our long-term growth strategies including our strategic product roadmap and, conversely, we divest certain businesses that no longer fit those strategies.
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.
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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 “Divestitures” 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. Transporeon is a 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, which aligns with our Connect and Scale strategy. 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. Transporeon is reported in our Transportation segment. We have included the financial results of Transporeon in our Consolidated Financial Statements starting in the second quarter of 2023.
Macroeconomic Conditions
Macroeconomic conditions, including geopolitical tensions, such as the ongoing military 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. 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” 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.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (GAAP)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. We consider the accounting polices described below to be our critical accounting policies. These critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the consolidated financial statements, and actual results could differ materially from the amounts reported based on these policies. Our accounting policies are more fully described in Note 21 “Description of our accompanying Notes to consolidated financial statements included in Part II, Item 8, "Financial StatementsBusiness and Supplementary Data"Accounting Policies” of this Annual Report on Form 10-K.
The following summary of our accounting policies does not give the effect to the adoption of ASC 606 which became effective for us in the first quarter of fiscal 2018.report.
Revenue Recognition
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration that we expect to receive in exchange for those products or services. Revenue is recognized net of allowance for returns and any taxes collected from customers. We recognize revenueenter 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,
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determining whether products or services are considered distinct performance obligations that should be accounted for separately versus together may sometimes require significant judgment.
Judgment is required to determine stand-alone selling price (“SSP”) for each performance obligation. We use a range of amounts to estimate SSP when itproducts and services are sold separately and determine whether there is realized or realizablea discount to be allocated based on the relative SSP of the various products and earned. We consider revenue realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectibility is reasonably assured.services.  In instances where final acceptance of the product is specified by the customer or is uncertain, revenue is deferred until all acceptance criteria have been met.
Contracts and/or customer purchase orders are used to determine the existence of an arrangement. Shipping documents and customer acceptance, when applicable, are used to verify delivery. We assess whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. We assess collectibility based primarily on the creditworthiness of the customer as determined by credit checks and analyses, as well as the customer’s payment history.
Revenue for ordersSSP is not recognized until the product is shipped and title has transferred to the buyer. We bear all costs and risks of loss or damage to the goods up to that point. Our shipment terms for U.S. orders and international orders fulfilled from our European distribution center typically provide that title passes to the buyer upon delivery of the goods to the carrier named by the buyer at the named place or point. If no precise point is indicated by the buyer, delivery is deemed to occur when the carrier takes the goods into its charge from the place determined by us. Other shipment terms may provide that title passes to the buyer upon delivery of the goods to the buyer. Shipping and handling costs are included in Cost of sales.
Revenue from sales to distributors and dealers is recognized upon shipment, assuming all other criteria for revenue recognition have been met. Distributors and dealers do not have a right of return.
Revenue from purchased extended warranty and post contract support ("PCS") agreements is deferred and recognized ratably over the term of the warranty or support period. Revenue from our subscription services related to our hardware and applications is recognized ratably over the term of the subscription service period beginning on the date that service is made available to the customer, assuming all revenue recognition criteria have been met.
We present revenue net of sales taxes and any similar assessments.
Our software arrangements generally consist of a perpetual license fee and PCS. We generally have established vendor-specific objective evidence ("VSOE") of fair value for our PCS contracts based on the renewal rate. The remaining value of the software arrangement is allocated to the license fee using the residual method. License revenue is primarily recognized when the software has been delivered and fair value has been established for all remaining undelivered elements. In cases where VSOE of fair value for PCS is not established, revenue is recognized ratably over the PCS period after all software deliverables have been made and the only the undelivered element is PCS.
For services performed on a fixed-fee basis, revenue is recognized using the proportional performance method, with performance measured based on hours of work performed. For contracts that involve significant customization and implementation or consulting services that are essential to the functionality of the software, the license and services revenues are recognized using the percentage-of-completion method or, ifdirectly observable, we are unable to reliably estimate the costs to complete the services, we use the completed-contract

method of accounting.  A contract is considered complete when all significant costs have been incurred or when acceptance from the customer has been received.
Some of our subscription product offerings include hardware, subscription services and extended warranty. Under these hosted arrangements, the customer typically does not have the contractual right to take possession of the software at any time during the hosting period without incurring a significant penalty and it is not feasible for the customer to run the software either on its own hardware or on a third-party’s hardware.
Our multiple deliverable product offerings include hardware with embedded firmware, extended warranty, software, PCS services and subscription services, which are considered separate units of accounting. For certain of our products, software and non-software components function together to deliver the tangible product’s essential functionality.
In evaluating the revenue recognition for our hardware or subscription agreements which contain multiple deliverables, we determined that in certain instances we were not able to establish VSOE for some or all deliverables in an arrangement as we infrequently sold each element on a standalone basis, did not price products within a narrow range, or had a limited sales history. When VSOE cannot be established, we attempt to establish the selling price of each element based on relevant third-party evidence ("TPE"). TPE is determined based on competitor prices for similar deliverables when sold separately. Our offerings may contain a significant level of proprietary technology, customization or differentiation such that the comparable pricing of products with similar functionality cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor products’ selling prices are on a stand-alone basis. Therefore, we typically are not able to establish the selling price of an element based on TPE.
When we are unable to establish selling price using VSOE or TPE, we use our best estimate of selling price ("BESP") in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. BESP is generally used for offerings that are not typically sold on a stand-alone basis or for new or highly customized offerings. We determine BESP for a product or service bySSP considering multiple factors including but not limited to, our internal cost, pricing practices, sales channel, competitive positioning, and overall market conditions, competitive landscape, internal costs, geographies and gross margin. The determinationbusiness 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 BESP is made through consultation with and formal approval by our management, taking into consideration our go-to-market strategy.revenue could be affected.
Income Taxes
We are a United States-basedU.S. based multinational company operating in multiple U.S. and foreign jurisdictions. Significant judgmentJudgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and may not accurately forecast actual tax audit outcomes. Determining whether an uncertain tax position is effectively settled requires judgment. Changes in recognition or measurement of our uncertain tax positions would result in the recognition of a tax benefit or an additional charge to the tax provision.
Income taxes are accounted for under the liability method, whereby deferred tax assets or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if we believe it is more likely than not such assets will not be realized.
We are subject to the periodic examination of our domestic and foreign tax returns by the IRS, state, local, and foreign tax authorities who may challenge our tax positions. We regularly assess the likelihood of adverse outcomes from these examinations in determining the adequacy of our provision for income taxes.
On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the "Tax Act") was enacted into law, which significantly changes U.S income tax law and includes several key provisions that affect our business, including a federal corporate income tax rate reduction from 35% to 21% effective in 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, re-measuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. In addition, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Act (“SAB 118”), which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next year, we consider the accounting of the transition tax, deferred tax re-measurements, indefinite reinvestment assertion, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and our tax positions. In addition, we have not yet determined our policy election as to whether we will recognize deferred taxes for basis differences expected to reverse as Global Intangible Low Taxed Income (“GILTI”) or whether we will account for GILTI as a period cost, if and when incurred. We expect to complete our analysis within the measurement period in accordance with SAB 118.

Business Combinations and Valuation of Goodwill and Purchased Intangible Assets
WeFor business combinations, we allocate the fair value of purchase consideration to the assets acquired, liabilities assumed, and non-controlling interests in the acquireeany noncontrolling interest based on their fair values as ofat the acquisition date. The excess of the fair value of purchase consideration over the fair value of these assets acquired, liabilities assumed and non-controlling interests in the acquiree is recorded as goodwill.
When determining the fair values, of assets acquired, liabilities assumed, and non-controlling interests in the acquiree, management makeswe make significant estimates and assumptions, especially with respect toconcerning intangible assets. Critical estimates inwhen valuing intangible assets include but are not limited to, expected future cash flows which includesbased on consideration of futurerevenue and revenue growth rates and margins, customer attrition rates, future changes in technology and brand awareness, loyalty and position, and discount rates. Fair value estimates are based onAny purchase consideration in excess of the assumptions management believes a market participant would use in pricingfair values of the asset or liability. Identifiable intangiblenet assets are comprised of distribution channels and distribution rights, patents, licenses, technology, acquired backlog, trademarks, and in-process research and development. Amountsis recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available.goodwill.
We evaluate goodwill at a minimum, on an annual basis in our fourth quarter or more frequently if indicators of potential impairment exist. To determine whether goodwill is impaired, we first assess qualitative factors. Qualitative factors include but are not limited to macroeconomic conditions, industry and whenever events and changes in circumstances suggestmarket considerations, cost factors, overall financial performance, or other relevant company-specific events. If it is determined more likely than not that the fair value of a goodwill reporting unit is less than its carrying amount, may not be recoverable. The annual goodwill impairment testing is performed in the fourth fiscal quarter of each year based on the values on the first day of that quarter. Goodwill was reviewed for impairment utilizing a quantitative two-step process. When we perform a quantitative analysis. Alternatively, we may bypass the qualitative assessment ofand perform a quantitative impairment test.
When performing a quantitative approach, we compare the reporting unit’s carrying amount, including goodwill, impairment,to the determination ofreporting unit's fair valuevalue. The estimation of a reporting unitunit's fair value involves the use of significantusing estimates and assumptions. The discounted cash flows are based upon, among other things, assumptions, aboutincluding expected future operating performance using risk-adjusted discount rates. Actual future results may differ from those estimates.If the reporting unit's carrying amount exceeds its fair value, an impairment loss is recognized.
IdentifiableWe review intangible assets are being amortized over the period of estimated benefit using the straight-line method, which approximates the pattern of economic benefits associated with these assets. Changes in circumstances such as technological advances, changes to our business model, or changes in the capital strategy could result in the actual useful lives of intangible assets differing from initial estimates. In cases where we determine that the useful life of an asset should be revised, the net book value in excess of the estimated residual value will be depreciated over its revised remaining useful life. These assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of suchthose assets may not be recoverable based on their future cash flows. The estimated future cash flows are primarily based upon, among other things,on assumptions about expected future operating performance and these estimates may differ from actual future cash flows. The assets evaluated for impairment are grouped with other assets to the lowest level for which identifiable cash flows are largely independentperformance.
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Table of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value.Contents
Stock-Based Compensation

We recognize compensation expense for all share-based payment awards made to our employees and directors, based on estimated fair values, net of estimated forfeitures. The awards include restricted stock units with time-based, market-based and performance-based vesting conditions, rights to purchase shares under our employee stock purchase plan, and stock options.
The determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates, and any expected dividends. In addition, the binomial model incorporates actual option-pricing behavior and changes in volatility over the option’s contractual term.
The fair value of restricted stock units with market-based vesting conditions is valued at the grant date using a Monte Carlo simulation. The Monte Carlo simulation takes into account the same input assumptions as the binomial option pricing model as outlined above; however, it also incorporates into the fair-value determination the possibility that the market-based vesting conditions may not be satisfied and the impact of the possible differing stock price paths for Trimble and each of the constituents of the S&P 500. The fair value of our time-based and performance-based restricted stock units is determined using the closing price of our common stock on the date of grant and the total expense associated with the performance-based awards is based upon the expected achievement of the underlying performance goals and may be adjusted in future periods based upon changes in expectations and actual achievement.
The fair value of rights to purchase shares under our employee stock purchase plan is estimated using the Black-Scholes option-pricing model and the fair value of our options is estimated using a binomial valuation model.
If factors change and we employ different assumptions to determine the fair value of our share-based payment awards granted in future periods, the compensation expense that we record may differ significantly from what we have recorded in the current period.

Stock-based compensation expense recognized in the Consolidated Statements of Income is based on awards ultimately expected to vest, including the achievement of performance-based goals and estimated forfeitures. If the performance goals achieved are different from what had been estimated or actual forfeitures differ materially from our estimates, stock-based compensation recognized may not be reflective of what was earned in that period.
Inventory Valuation
Our inventories are stated at the lower of cost or net realizable value. Adjustments are also made to reduce the cost of inventory for estimated excess or obsolete balances. Factors influencing these adjustments include declines in demand which impact inventory purchasing forecasts, technological changes, product life cycle and development plans, component cost trends, product pricing, physical deterioration and quality issues. If our estimates used to reserve for excess and obsolete inventory are different from what we expected, we may be required to recognize additional reserves, which would negatively impact our gross margin.
RESULTS OF OPERATIONS
Overview
The following table is a summary ofshows revenue by category, gross margin and gross margin as a percentage of revenue, operating income and operating income as a percentage of revenue, diluted earnings per share, and annualized recurring revenue compared for the periods indicatedindicated:
 20232022Dollar Change% Change
(In millions, except per share amounts)  
Revenue:
Product$1,771.7 $1,986.1 $(214.4)(11)%
Subscription and services2,027.0 1,690.2 336.8 20%
Total revenue$3,798.7 $3,676.3 $122.4 3%
Gross margin$2,332.8 $2,105.6 $227.2 11%
Gross margin as a % of revenue61.4 %57.3 %
Operating income$448.8 $510.9 $(62.1)(12)%
Operating income as a % of revenue11.8 %13.9 %
Diluted earnings per share$1.25 $1.80 $(0.55)(31)%
Non-GAAP operating income (1)
$934.7 $841.5 $93.2 11%
Non-GAAP operating income as a % of revenue(1)
24.6 %22.9 %
Non-GAAP diluted earnings per share (1)
$2.66 $2.64 $0.02 1%
Annualized Recurring Revenue (“ARR”) (1)
$1,982.3 $1,603.7 $378.6 24%
(1)    Refer to“Supplemental Disclosure of Non-GAAP Financial Measures and should be read in conjunction with the narrative descriptions below.
Fiscal Years2017 2016 2015
(Dollars in millions)     
Revenues:     
        Product$1,763.8
 $1,562.0
 $1,533.5
        Service461.6
 430.2
 419.9
        Subscription428.8
 370.0
 337.0
Total revenue$2,654.2
 $2,362.2
 $2,290.4
Gross margin1,392.6
 1,238.0
 1,202.2
Gross margin %52.5% 52.4% 52.5%
Total consolidated operating income246.0
 181.0
 154.4
Operating income as a % of revenue9.3% 7.7% 6.7%
Annualized Recurring Revenue” of this report for definitions.
Basis of Presentation
We haveuse a 52-5352–53 week fiscal year ending on the Friday nearest to December 31, which for fiscal 20172023 was December 29, 2017. Fiscal 2017, 20162023. Both 2023 and 20152022 were all 52-week52–week years. 2024 will be a 53-week year.
Year 2023 Compared with Year 2022
Revenue
In fiscal 2017,
2023
Change versus 2022% Change
ProductSubscription and ServicesTotal Revenue
Change in Revenue(11)%20 %3 %
Acquisitions— %9 %4 %
Divestitures(3)%(2)%(2)%
Organic growth(8)%13 %1 %
Organic total revenue increased by $292.0 million, or 12%, to $2.65 billion from $2.36 billion in fiscal 2016. Overallwas up 1%. Organic subscription and services revenue increased primarily due to organic growth across all segments and major regions. To a lesser extent, acquisitions contributed to growth, particularly in product and service revenue. We consider organic growth to include all revenue except for revenue associated with acquisitions made within the last four quarters.
On a segment basis, the increase in fiscal 2017 was primarily due to Transportation, Buildings and Infrastructure, Resources and Utilities, and to a lesser extent, Geospatial. Transportation increased $92.9 million, or 16%, Buildings and Infrastructure revenue increased $91.4 million, or 12%, Resources and Utilities revenue increased $81.2 million, or 21%, and Geospatial revenue increased $26.5 million, or 4%, as compared to fiscal 2016. Transportation revenue increased due to continued organic growth in the transportation and logistics business. Buildings and Infrastructure revenue increasedup primarily due to strong organic growth in civil engineeringsubscription and construction and building construction. Resources and Utilities revenue increased primarily due to acquisitions, in particular the impact of the Müller-Elektronik (" Müller") acquisition, and continued organic growth in agriculture, correction services, and forestry. Geospatial revenue increased mainly due to strong geospatial and surveying organic growth.
By revenue category, overall product revenue increased $201.8 million, or 13%, service revenue increased $31.4 million, or 7%, and subscription revenue increased $58.8 million, or 16%. Product, service and subscription revenue increased primarily due to organic growth across all segments. To a lesser extent, acquisitions contributed to growth, particularly in product and service revenue.

In fiscal 2016, total revenue increased by $71.8 million, or 3%, to $2.36 billion from $2.29 billion in fiscal 2015. Overall revenue was primarily impacted by organic growth in building construction, civil engineering and construction, and transportation and logistics, partially offset by declines in geospatial and GIS.
On a segment basis, the increase in fiscal 2016 revenue was primarily due to Buildings and Infrastructure and Transportation, to a lesser extent Resources and Utilities, partially offset by a slight decline in Geospatial. Buildings and Infrastructure revenue increased $54.9 million, or 8%, Resources and Utilities revenue increased $13.9 million, or 4%, Transportation increased $41.1 million, or 8%, partially offset by a decrease in Geospatial revenue of $38.1 million, or 6%, as compared to fiscal 2015. Buildings and Infrastructure revenue increased driven by building construction and civil engineering and construction. Resources and Utilities revenue was up due to slight growth in our agriculture business. Transportation revenue increased due to continued growth in the transportation and logistics market. Geospatial revenue decreased due to continued challenges in North American markets due to the impact of oil and gas market softness, which continued to reduce product demand.
By revenue category, overall product revenue increased $28.5 million, or 2%, service revenue increased $10.3 million, or 2%, and subscription revenue increased $33.0 million, or 10%. The product revenue increase was primarily within Buildings and Infrastructure and Transportation, partially offset by declines in Geospatial. Service and subscription increases were primarily due to organic growth within Buildings and Infrastructure and Transportation as we continue to expand software and services, including implementation, maintenance and subscription services, as a portion of our revenue.
During fiscal 2017, sales to customers in the United States represented 48%, Europe represented 26%, Asia Pacific represented 14%, and other regions represented 12% of our total revenue. During fiscal 2016, sales to customers in the United States represented 49%, Europe represented 24%, Asia Pacific represented 15%, and other regions represented 12% of our total revenue. During fiscal 2015, sales to customers in the United States represented 50%, Europe represented 24%, Asia Pacific represented 14%, and other regions represented 12% of our total revenue. We anticipate that sales to international customers will continue to account for a significant portion of our revenue.
No single customer accounted for 10% or more of our total revenue in fiscal 2017, 2016 or 2015. No single customer accounted for 10% or more of our accounts receivable as of fiscal years ended 2017 and 2016.
Gross Margin
Our gross margin varies due to a number of factors including product mix, pricing, distribution channel, production volumes, new product start-up costs, and foreign currency translations.
In fiscal 2017, our gross margin increased by $154.6 million as compared to fiscal 2016, primarily due to increased revenue across all segments - Buildings and Infrastructure, Transportation, Resources and Utilities, and, to a lesser extent, Geospatial. Gross margin as a percentage of total revenue was 52.5% in fiscal 2017 and 52.4% in fiscal 2016. The slight increase in the gross margin percentage was due to lower intangibles amortization due to fully amortized intangibles from prior acquisitions, partially offset by intangibles from new acquisitions. Excluding the impact of intangibles amortization, gross margin percentage slightly decreased due to the impact of acquisitions, particularly Müller.
In fiscal 2016, our gross margin increased by $35.8 million as compared to fiscal 2015, primarily due to increased revenue in Buildings and Infrastructure, Resources and Utilities and Transportation. Gross margin as a percentage of total revenue was 52.4% in fiscal 2016 and 52.5% in fiscal 2015. The slight decrease in the gross margin percentage was primarily in Geospatial and Transportation due to product mix, partially offset by lower amortization of purchased intangible assets.
Operating Income
Operating income increased by $65.0 million for fiscal 2017 as compared to fiscal 2016. Operating income as a percentage of total revenue for fiscal 2017 was 9.3% as compared to 7.7% for fiscal 2016. The increases in operating income and operating income percentage were attributable to revenue expansion and strong operating controlterm licenses in Buildings and Infrastructure, and to a lesser extent, Transportation,positioning services in Resources and Utilities, and Geospatial. enterprise and MAPS in Transportation. Organic product revenue decreased due to reductions in dealer inventory levels as a result of improved product lead times and reduced end user demand. These decreases impacted sales in Buildings and Infrastructure, Geospatial, and Resources and Utilities.
Gross Margin
Gross margin and gross margin as a percentage of revenue increased due to an increased mix of higher margin software and subscription sales including organic growth and the Transporeon acquisition, and declines in hardware sales, as well as lower supply chain costs.
Operating Income
Operating income wasdecreased slightly primarily due to increased operating expense, partially offset by revenue and gross margin expansion. Operating expense increased due to the Transporeon acquisition, higher corporate expense.research and development, and general and administrative costs, including investments related to our Connect and Scale strategy and increased amortization of purchased intangibles. In addition, we incurred higher acquisition and divestiture transaction costs.
Operating income increased by $26.6 million for fiscal 2016 as compared to fiscal 2015.
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Operating income as a percentage of total revenue for fiscal 2016 was 7.7% as compared to 6.7% for fiscal 2015. The increase in operating income and operating income percentage was primarily due to revenue expansion in Buildings and Infrastructure and Transportation, the effects of strong operating expense control across the company and lower amortization of purchased intangible assets.

Results by Segment
In March 2017, we effected a change in the reporting of our segment financial results to better reflect our customer base and end markets. Beginning with the first quarter of fiscal 2017, we are reporting our financial performance, including revenues and operating income, based on four new reportable segments: Buildings and Infrastructure, Geospatial, Resources and Utilities, and Transportation. Comparative period financial information by reportable segment has been recast to conform with the current presentation.
Operating income is revenue less cost of sales and operating expense, excluding unallocated corporate expenses, restructuring charges, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition and divestiture items, executive transition costs and litigation costs.
The following table is a breakdown of revenue and operating income by segment for the periods indicated and should be read in conjunction with the narrative descriptions below.
Fiscal Years2017 2016 2015
(Dollars in millions)     
Buildings and Infrastructure     
Revenue$834.9
 $743.5
 $688.6
Segment revenue as a percent of total revenue31% 31% 30%
Operating income$179.9
 $133.9
 $108.2
Operating income as a percent of segment revenue22% 18% 16%
Geospatial     
Revenue$661.2
 $634.7
 $672.8
Segment revenue as a percent of total revenue25% 27% 29%
Operating income$130.9
 $120.8
 $135.3
Operating income as a percent of segment revenue20% 19% 20%
Resources and Utilities     
Revenue$476.9
 $395.7
 $381.8
Segment revenue as a percent of total revenue18% 17% 17%
Operating income$136.3
 $118.4
 $109.9
Operating income as a percent of segment revenue29% 30% 29%
Transportation     
Revenue$681.2
 $588.3
 $547.2
Segment revenue as a percent of total revenue26% 25% 24%
Operating income$120.6
 $102.9
 $106.5
Operating income as a percent of segment revenue18% 17% 19%

A reconciliation of our consolidated segment operating income to consolidated income before income taxes follows:
Fiscal Years2017 2016 2015
(in millions)     
Consolidated segment operating income$567.7
 $476.0
 $459.9
Unallocated corporate expense(87.4) (70.5) (70.0)
Restructuring charges(10.5) (13.3) (12.8)
Stock-based compensation(64.8) (52.6) (50.1)
Amortization of purchased intangible assets(148.8) (150.8) (162.4)
Amortization of acquisition-related inventory step-up(2.8) —
 —
Acquisition and divestiture items(7.4) (6.8) (9.9)
Executive transition costs—
 (1.0) —
Litigation costs—
 —
 (0.3)
Consolidated operating income246.0
 181.0
 154.4
Non-operating income (expense), net13.1
 (4.3) (2.6)
Consolidated income before taxes$259.1
 $176.7
 $151.8

Buildings and Infrastructure
Buildings and Infrastructure revenue increased by $91.4 million, or 12%, while segment operating income increased by $46.0 million, or 34%, for fiscal 2017 as compared to fiscal 2016. The revenue increase was primarily due to organic growth in building construction and civil engineering and construction due to continued strength in construction markets throughout the year. Buildings and Infrastructure experienced strong growth in markets such as North America, Europe, and Asia Pacific, particularly in Japan and Australia. Segment operating income increased primarily due to revenue expansion and operating expense control across the segment.
Buildings and Infrastructure revenue increased by $54.9 million, or 8%, while segment operating income increased by $25.7 million, or 24%, for fiscal 2016 as compared to fiscal 2015. The revenue increase for fiscal 2016 was primarily due to organic growth in building construction and civil engineering and construction. Segment operating income increased primarily due to stronger results in building construction, civil engineering and construction and operating expense control across many businesses, partially offset by growth related investments in the segment.
Geospatial
Geospatial revenue increased by $26.5 million, or 4%, while segment operating income increased by $10.1 million, or 8%, for fiscal year 2017 as compared to fiscal 2016. The revenue increase was primarily due to geospatial organic growth for optical and Global Navigation Satellite Systems ("GNSS") products, including the new SX 10, our scanning total station, and end market diversification. Geospatial experienced growth in North America, Europe and Asia Pacific, particularly Japan. Segment operating income increased primarily due to revenue and gross margin expansion, partially offset by higher operating expense.
Geospatial revenue decreased by $38.1 million, or 6%, while segment operating income decreased by $14.5 million, or 11%, for fiscal year 2016 as compared to fiscal 2015. Revenue and operating income decreased primarily due to continued challenges in North American markets due to the impact of oil and gas market softness, which continued to reduce product demand.
Resources and Utilities
Resources and Utilities revenue increased by $81.2 million, or 21%, while segment operating income increased by $17.9 million, or 15%, for fiscal year 2017 as compared to fiscal 2016. The revenue increase was due to acquisitions, including the impact of the Müller acquisition, and continued organic growth in agriculture and correction services. Although the Müller acquisition contributed significant growth to segment revenue, it was less impactful to consolidated revenue. Agriculture continued to experience growth in North America in our aftermarket and OEM sales. Europe and Brazil were also up and continued to reflect penetration-related growth opportunities. Growth in Europe was also impacted positively by the Müller acquisition. Segment operating income increased due to increased revenue, partially impacted by lower operating margin acquisitions, including Müller.
Resources and Utilities revenue increased by $13.9 million, or 4%, while segment operating income increased by $8.5 million, or 8%, for fiscal year 2016 as compared to fiscal 2015. The revenue increase was primarily due to growth in agriculture, which was up in the second half of the year due to organic growth in Europe, Australia, and emerging markets as well as the impact of acquisitions. Segment operating income increase due to revenue growth in agriculture and the impact of acquisitions.
Transportation
Transportation revenue increased by $92.9 million, or 16%, and segment operating income increased by $17.7 million, or 17%, for fiscal 2017 as compared to fiscal 2016. Revenue increased primarily due to continued organic growth in the transportation and logistics business, particularly in North America due to the Electronic Logging Device ("ELD") government mandate. The continued technology deployment due to the ELD mandate as well as routing and navigation management products, resulted in continued SaaS subscription revenue growth. Segment operating income increased due to revenue expansion in the transportation and logistics business,expense, partially offset by selected growth related investments.gross margin expansion as a percentage of revenue. We had cost reductions in 2023 and will continue to focus on further reductions.
Transportation revenue increased by $41.1 million, or 8%, and segment operating income decreased by $3.6 million, or 3%, for fiscal 2016 as compared to fiscal 2015. The revenue increase was primarily due to continued organic growth in the transportation and logistics business, with strength throughout the year as PeopleNet mobility and enterprise solutions continued to benefit from U.S. regulatory mandates. Segment operating income decreased due to lower margin product mix and growth related investments in the segment, partially offset by the increase in revenue.

Research and Development, Sales and Marketing, and General and Administrative ExpensesExpense
The following table shows research and development (“R&D”), sales and marketing (“S&M”), and general and administrative (“G&A”) expense along with these expenses in absolute dollars and as a percentage of total revenue for fiscal years 2017, 2016 and 2015 and should be read in conjunction with the narrative descriptions of those operating expenses below.periods indicated:
 20232022Dollar Change% Change
(In millions)  
Research and development$664.3 $542.1 $122.2 23%
Percentage of revenue17.5 %14.7 %
Sales and marketing$583.0 $553.6 $29.4 5%
Percentage of revenue15.3 %15.1 %
General and administrative$487.5 $422.2 $65.3 15%
Percentage of revenue12.8 %11.5 %
Total$1,734.8 $1,517.9 $216.9 14%
Fiscal Years2017 2016 2015
(Dollars in millions)     
Research and development$370.2
 $349.6
 $336.7
Percentage of revenue14% 15% 15%
Sales and marketing404.2
 377.6
 374.6
Percentage of revenue15% 16% 16%
General and administrative302.3
 256.0
 255.3
Percentage of revenue12% 11% 11%
Total$1,076.7
 $983.2
 $966.6
Percentage of revenue41% 42% 42%
Overall, R&D sales and marketing, and G&A expenses increased by approximately $93.5 million in fiscal 2017 compared to fiscal 2016. All of our R&D costs have been expensed as incurred.
Research and development expense increased by $20.6 million, or 6%, in fiscal 2017, as compared to fiscal 2016. Overall, research and development spending was 14% of revenue in fiscal 2017 compared to 15% in fiscal 2016. As compared to the prior year, the increase in fiscal 2017 research and development expense was primarily due to a $14.4 million increase in compensation expense, $9.8 million in expense from fiscal 2017 business acquisitions, a $1.7 million increase due to unfavorable foreign exchange rates, partially offset by a $4.0 million decrease in other expense as well as a $1.3 million decrease in consulting expense.
Research and development expense increased by $12.9 million, or 4%, in fiscal 2016, as compared to fiscal 2015. Overall, research and development spending was 15% of revenue in both fiscal 2016 and 2015. As compared to the prior year, the increase in fiscal 2016 research and development expense was due to $8.6 million in expense from fiscal 2016 business acquisitions, a $6.3 million due to increased consulting costs, and a $5.3 million due to higher compensation expense, partially offset byincluding incentive compensation, and to a $4.0 million decrease in other expense and a $3.3 million decrease due to favorable foreign exchange rates.
lesser extent, the Transporeon acquisition. We believe that the development and introduction of new productssolutions are critical to our future success, and we expect to continue the active development of new products.
Sales and marketingS&M expense increased by $26.6 million, or 7%, in fiscal 2017, as compared to fiscal 2016. Overall, spending for sales and marketing was 15% of revenue in fiscal 2017 compared to 16% in fiscal 2016. As compared to the prior year, the increase in fiscal 2017 sales and marketing expense wasslightly primarily due to a $16.3 million increase in compensationthe Transporeon acquisition.
G&A expense $8.3 million in expense from fiscal 2017 business acquisitions, and a $2.0 million increase due to unfavorable foreign exchange rates.
Sales and marketing expense increased by $3.0 million, or 1%, in fiscal 2016, as compared to fiscal 2015. Overall, spending for sales and marketing was 16% of revenue in both fiscal 2016 and 2015. As compared to the prior year, the increase in fiscal 2016 sales and marketing expense was due to $9.1 million in expense from fiscal 2016 business acquisitions and a $1.7 million increase due to trade show expenses, partially offset by a $4.2 million decrease due to favorable foreign exchange rates and $3.3 million decrease due to lower travel expenses.
General and administrative expense increased by $46.3 million, or 18%, in fiscal 2017, as compared to fiscal 2016. Overall, general and administrative spending was 12% of revenue in fiscal 2017 compared to 11% in fiscal 2016. As compared to the prior year, the increase in fiscal 2017 general and administrative expense was primarily due to higher acquisition and divestiture transaction costs, the Transporeon acquisition, and to a $37.4 million increase inlesser extent, increased compensation expense, which included a $9.9 million increase in stock compensation expense, a $10.9 million in expense from fiscal 2017 business acquisitions, a $5.6 million increase due to higher consulting costs mainly related to the ASC 606 implementation, partially offset by a $2.4 million decrease in facility related expense, a $1.8 million decrease in bad debt expense, and a $3.4 million decrease in other expense.including incentive compensation.
General and administrative expense was flat in fiscal 2016, as compared to fiscal 2015. Overall, general and administrative spending was 11% of revenue in both fiscal 2016 and 2015. As compared to the prior year, the increase in fiscal 2016 general and administrative expense was due to $6.6 million in expense from fiscal 2016 business acquisitions and a $3.7 million increase due to higher compensation expense, partially offset by a $4.9 million decrease due to lower tax and legal costs, a $2.0 million decrease due to favorable foreign exchange rates, and a $2.7 million decrease in other expense.

Amortization of Purchased Intangible Assets
The following table shows amortization of purchased intangible assets for the periods indicated:
 20232022Dollar Change% Change
(In millions)  
Cost of sales$108.7 $85.0 $23.7 28%
Operating expenses103.6 46.6 57.0 122%
Total amortization expense of purchased intangibles$212.3 $131.6 $80.7 61%
Total amortization expense of purchased intangibles as a percentage of revenue6 %4 %
Fiscal Years2017 2016 2015
(in millions)     
Cost of sales$85.8
 $88.6
 $92.6
Operating expenses63.0
 62.2
 69.8
Total$148.8
 $150.8
 $162.4
TotalIn 2023, total amortization expense of purchased intangibles represented 5.6% of revenue in fiscal 2017, a decrease of $2.0 million from fiscal 2016 when it represented 6.4% of revenue. The decrease wasincreased primarily due to amortization of intangibles acquired from the expiration of amortization forTransporeon acquisition, which were not applicable in the prior acquisitions, partially offset by acquisitions not included in fiscal 2016.year.
Total amortization expense of purchased intangibles represented 6.4% of revenue in fiscal 2016, a decrease of $11.6 million from fiscal 2015 when it represented 7.1% of revenue. The decrease was primarily due to the expiration of amortization for prior acquisitions, partially offset by acquisitions not included in fiscal 2015.
Non-operatingNon-Operating Income (Expense), Net
The following table shows non-operating income (expense), net for the periods indicated and should be readindicated:
 20232022Dollar Change% Change
(In millions)  
Divestitures gain, net$9.2 $99.0 $(89.8)(91)%
Interest expense, net(161.0)(71.1)(89.9)126%
Income from equity method investments, net28.1 31.1 (3.0)(10)%
Other income (expense), net31.9 (0.8)32.7 (4088)%
Total non-operating income (expense), net$(91.8)$58.2 $(150.0)(258)%
Non-operating expense, net in conjunction with the narrative descriptions below:
Fiscal Years2017 2016 2015
(in millions)     
Interest expense, net$(25.0) $(25.9) $(25.6)
Foreign currency transaction gain (loss), net3.3
 (1.9) 0.2
Income from equity method investments, net29.5
 17.6
 17.9
Other income, net5.3
 5.9
 4.9
Total non-operating income (expense), net$13.1
 $(4.3) $(2.6)
Total non-operating income (expense), net increased by $17.4 million during fiscal 2017 compared with fiscal 2016. The increase wascreased primarily due to an increase in joint venture profitabilitylower net gains from divestitures and to a lesser extent,higher interest expense from the favorable impact fromnew debt associated with the Transporeon acquisition, partially offset by foreign currency exchange.
Total non-operatinghedging gains associated with the Transporeon acquisition and fluctuations in the deferred compensation plan assets, both included in Other income (expense), net decreased by $1.7 million during fiscal 2016 compared with fiscal 2015.net.
Income Tax Provision
Our effective income tax rate for 2023 and 2022 were 12.8% and 21.0%. The decrease was primarily due to the impact of foreign currency transaction fluctuations, partially offset by deferred compensation gains includedan increases in Other income, net.
Income Tax Provision

Our effective income tax rates for fiscal 2017, 2016 and 2015 were 53%, 25% and 20%, respectively.  The fiscal 2017 rate was higher than the U.S. federal statutory rate of 35% primarily due to the impact of the Tax Act, partially offset by the geographic mix of pretax income, thebenefit from U.S. federal R&D credit and foreign-derived intangible income (“FDII”) in 2023, and change in geographic mix of earnings, partially offset by lower stock-based compensation tax benefits. deductions in the current year.
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Results by Segment
We report our financial performance, including revenue and operating income, based on four reportable segments: Buildings and Infrastructure, Geospatial, Resources and Utilities, and Transportation.
Our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”) views and evaluates operations based on the results of our reportable operating segments under our management reporting system. These results are not necessarily in conformance with U.S. GAAP. For additional discussion of our segments, refer to Note 7 “Segment Information” of this report.
The fiscal 2016 ratefollowing table is a summary of revenue and operating income by segment compared for the periods indicated:
 20232022Dollar Change% Change
(In millions) 
Buildings and Infrastructure
Segment revenue$1,593.1 $1,494.0 $99.1 7%
Segment revenue as a % of total revenue42 %41 %
Segment operating income$440.8 $406.3 $34.5 8%
Segment operating income as a % of segment revenue27.7 %27.2 %
Geospatial
Segment revenue$695.5 $756.5 $(61.0)(8)%
Segment revenue as a % of total revenue18 %21 %
Segment operating income$209.1 $221.4 $(12.3)(6)%
Segment operating income as a % of segment revenue30.1 %29.3 %
Resources and Utilities
Segment revenue$769.1 $821.6 $(52.5)(6)%
Segment revenue as a % of total revenue20 %22 %
Segment operating income$270.6 $278.3 $(7.7)(3)%
Segment operating income as a % of segment revenue35.2 %33.9 %
Transportation
Segment revenue$741.0 $604.2 $136.8 23%
Segment revenue as a % of total revenue20 %16 %
Segment operating income$130.2 $58.8 $71.4 121%
Segment operating income as a % of segment revenue17.6 %9.7 %
The following table is a reconciliation of our consolidated segment operating income to consolidated income before taxes:
 20232022
(In millions)  
Consolidated segment operating income$1,050.7 $964.8 
Unallocated general corporate expenses(116.0)(123.3)
Purchase accounting adjustments(212.3)(131.6)
Acquisition / divestiture items(72.4)(32.8)
Stock-based compensation / deferred compensation(151.1)(112.0)
Restructuring and other costs(50.1)(54.2)
Consolidated operating income448.8 510.9 
Total non-operating income (expense), net(91.8)58.2 
Consolidated income before taxes$357.0 $569.1 
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Buildings and Infrastructure
Change versus 20222023
% Change
Change in Revenue - Buildings and Infrastructure7 %
Acquisitions2 %
Divestitures(2)%
Foreign currency exchange— %
Organic growth7 %
Organic revenue increased due to strong demand for our subscription and term license software. The increases resulted from higher sales to new and existing customers as well as cumulative conversions from perpetual software to recurring offerings. The increase was less thanoffset by lower civil construction hardware sales due to reductions in dealer inventory levels as a result of improved lead times and reduced end user demand.
Operating income and operating income as a percentage of revenue increased primarily from gross margin expansion due to increased sales and a higher mix of software and subscription revenue, partially offset by increased operating expense. Operating expense increased due to increased compensation expense and investments, including our Connect and Scale strategy.
Geospatial
Change versus 20222023
% Change
Change in Revenue - Geospatial(8)%
Divestitures(4)%
Organic growth(4)%
Organic revenue decreased due to lower surveying hardware sales due to reductions in dealer inventory levels as a result of improved lead times and reduced end user demand. The declines were partially offset by higher U.S. Federal government sales in the U.S. federal statutory ratecurrent year; the timing of 35%government sales can fluctuate from period to period.
Operating income decreased due to reduced revenue, partially offset by gross margin expansion driven by product mix and lower hardware supply chain costs. Operating income as a percentage of revenue was relative flat.
Resources and Utilities
Change versus 20222023
% Change
Change in Revenue - Resources and Utilities(6)%
Acquisitions1 %
Divestitures(1)%
Organic growth(6)%
Organic revenue decreased due to reductions in channel inventory levels as a result of improved lead times and slowing demand in agriculture markets, as well as impacts related to changes in our distribution network. The decrease was partially offset by higher subscription revenue in positioning services.
Operating income decreased slightly due to reduced revenue and higher operating expense, largely offset by gross margin expansion. Operating income as a percentage of revenue was up primarily due to the geographicgross margin expansion driven by a higher mix of pre-taxsoftware and subscription revenue and lower hardware supply chain costs.
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Transportation
Change versus 20222023
% Change
Change in Revenue - Transportation23 %
Acquisitions21 %
Divestitures(2)%
Organic growth4 %
Organic revenue increased primarily driven by enterprise and MAPS subscription revenue growth. Additionally, North American mobility hardware sales increased in 2023.
Operating income and operating income as a divestiturepercentage of a non-strategic business, and the U.S. federal R&D credit. The fiscal 2015 rate was less than the U.S. federal statutory rate of 35%revenue increased primarily due to the geographicalgross margin expansion, driven by a higher mix of our pre-tax income and, to a lesser extent, the inclusion of the current year U.S. federal R&D credit.

The Tax Act introduces significant changes to U.S. income tax law. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21% and creates new taxes on certain foreign-sourced earnings and certain related-party payments, which are referred to as GILTI and the base erosion avoidance tax (“BEAT”), respectively. In addition, in 2017 we are subject to a one-time transition tax on accumulated foreign subsidiary earnings not previously subject to U.S. income tax. Accounting for the income tax effects of the Tax Act requires significant judgments and estimates.

In connection with our initial analysis ofsubscription revenue, including the impact of the Tax Act, we have recorded a provisional estimateTransporeon acquisition. We continue to maintain focus on new product introductions and transitions to recurring revenue.
36
Table of discrete net tax expense of $85.0 million in fiscal year 2017. This discrete expense consists of provisional estimates of a $126.0 million expense for the transition tax, a $46.7 million benefit for adjustments to deferred tax liabilities associated with foreign earnings and tax reserves due to the transition tax, a $3.3 million net expense for re-measurement of our deferred tax assets and liabilities for the U.S. corporate tax rate reduction, and a $2.4 million expense for state tax and foreign withholding taxes.Contents

Pursuant to SAB 118, we recorded reasonable estimates as provisional amounts arising from the Tax Act in fiscal year 2017. These amounts include but are not limited to the amounts described above, including the transition tax. In addition, we have not yet determined our policy election as to whether we will recognize deferred taxes for basis differences expected to reverse as GILTI or whether we will account for GILTI as a period cost if and when incurred. We intend to perform additional analysis regarding historical foreign earnings and taxes as well as any other necessary potential adjustments and will complete the analysis within the one year measurement period by incorporating the additional analysis as well as ongoing legislation guidance and accounting interpretations.


OFF-BALANCE SHEET ARRANGEMENTS
Other than operating leases, inventory purchases and other commitments incurred in the normal course of business (see Contractual Obligations table below), we do not have any off-balance sheet financing arrangements or liabilities, guarantee contracts, retained or contingent interests in transferred assets, or any obligation arising out of a material variable interest in an unconsolidated entity. We do not have any majority-owned subsidiaries that are not included in the consolidated financial statements. Additionally, we do not have any interest in, or relationship with, any special purpose entities.
In the normal course of business to facilitate sales of our products, we indemnify other parties, including customers, lessors and parties to other transactions with us, with respect to certain matters. We have agreed to hold the other party harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. From time to time, in connection with divesting some of our businesses or assets, we may also indemnify purchasers for certain matters in the normal course of business, such as breaches of representations, covenants or excluded liabilities. In addition, we have entered into indemnification agreements with our officers and directors, and our bylaws contain similar indemnification obligations to our agents.
It is not possible to determine the maximum potential exposure under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these agreements have not been material and no liabilities have been recorded for these obligations on the Consolidated Balance Sheets at the end of fiscal 2017 and 2016.
LIQUIDITY AND CAPITAL RESOURCES
At the End of Year20232022Dollar Change% Change
(In millions, except percentages)  
Cash and cash equivalents (1)
$238.9 $271.0 $(32.1)(12)%
As a percentage of total assets2.5 %3.7 %
Principal balance of outstanding debt$3,080.4 $1,525.0 $1,555.4 102 %
Years20232022Dollar Change% Change
(In millions)  
Net cash provided by operating activities$597.1 $391.2 $205.9 53 %
Net cash used in investing activities(2,068.1)(226.3)(1,841.8)814 %
Net cash provided by (used in) financing activities1,431.5 (199.0)1,630.5 (819)%
Effect of exchange rate changes on cash and cash equivalents7.4 (20.6)28.0 (136)%
Net (decrease) increase in cash and cash equivalents$(32.1)$(54.7)
At the End of Fiscal Year2017 2016 2015
(Dollars in millions)     
Cash and cash equivalents and short-term investments$537.4
 $327.2
 $116.0
As a percentage of total assets12.5% 8.9% 3.2%
Principal balance of outstanding debt$918.2
 $624.8
 $735.2
Fiscal Years2017 2016 2015
(Dollars in millions)     
Cash provided by operating activities$411.9
 $413.6
 $357.0
Cash used in investing activities$(366.0) $(144.4) $(172.4)
Cash provided by (used in) financing activities$79.1
 $(162.3) $(204.9)
Effect of exchange rate changes on cash and cash equivalents$17.4
 $(6.8) $(11.7)
Net increase (decrease) in cash and cash equivalents$142.4
 $100.1
 $(32.0)
Cash and Cash Equivalents and Short-Term Investments

At the end(1) Includes $9.1 million of fiscal 2017, cash and cash equivalents and short-term investments totaled $537.4 million compared to $327.2 million at the endclassified as held for sale as of fiscal 2016. We had a principal balance of outstanding debt of $918.2 million at the end of fiscal 2017 compared to

$624.8 million at the end of fiscal 2016. As a result of the 2017 Tax Act, we can repatriate our cumulative undistributed foreign earnings back to the U.S. when needed with minimal U.S. income tax consequences other than the transition tax. We have reinvested a large portion of our undistributed foreign earnings in acquisitions and other investments and we intend to bring back a portion of foreign cash which was subject to the transition tax. For further information on the transition tax, refer to Note 11 to the consolidated financial statements.
Our ability to continue to generate cash from operations will depend in large part on profitability, the rate of collections of accounts receivable, our inventory turns and our ability to manage other areas of working capital.
Our cash, cash equivalents and short-term investments are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions considered to be of reputable credit and to present little credit risk. Our investment policy requires the portfolio to include only securities with high credit quality and a weighted average maturity not to exceed six months, with the main objective of preserving capital and maintaining liquidity. We maintain an investment portfolio of various holdings, types, and maturities. We classify our investments as short-term investments based on their nature and their availability for use in current operations. We believe that our cash and cash equivalents, short-term investments, and borrowings under our 2014 Credit Facility and 2018 Interim Credit Facility as described below under the heading "Debt", will be sufficient to meet our anticipated operating cash needs, debt service, planned capital expenditures, our $500.0 million acquisition of e-Builder, a Florida corporation, and stock repurchases under the stock repurchase program for at least the next twelve months.December 29, 2023.
Operating Activities
CashThe increase in cash provided by operating activities was $411.9 million for fiscal 2017, as compared to $413.6 million for fiscal 2016. The decrease of $1.7 million was primarily driven by revenue expansion across all segments,lower inventory purchases and reduced bonus payouts. The increase was partially offset by an increase in working capital requirements, driven by inventory requirements and accounts receivable, associated with revenue growth.
Cash provided by operating activities was $413.6 million for fiscal 2016, as compared to $357.0 million for fiscal 2015. The increase of $56.6 million was due to an increase in net income before non-cash depreciation and amortization primarily due to increased operating income in Buildings and Infrastructure and Resources and Utilities, and also due to a decrease in working capital requirementsdeferred revenue due to inventory improvements.the timing of billings and higher interest payments.
Investing Activities
Cash used in investing activities was $366.0 million for fiscal 2017, as compared to $144.4 million for fiscal 2016. The increase of $221.6 million used in investing activities was primarily due to increased spending for business acquisitions and purchases of short-term investments, partially offset by proceeds from maturities and sales of short-term investments and proceeds from sales of businesses.
Cash used in investing activities was $144.4 million for fiscal 2016, as compared to $172.4 million for fiscal 2015. The decrease of cash used in investing activities was primarily due to less cash used for businessacquisition activities in the current year, including the Transporeon acquisition, and intangible asset acquisitions, partially offset byhigher proceeds from divestitures in the purchase of short-term investments.prior year.
Financing Activities
CashThe increase in cash provided by financing activities was $79.1primarily driven by proceeds from our $800.0 million for fiscal 2017, as compared to cash usedissuance of $162.3 million during fiscal 2016.2033 Senior Notes and $1.0 billion term loans in the current year, and higher common stock repurchases in the prior year. The increase was partially offset by the repayment of the 2023 Senior Notes that matured in the current year.
Cash and Cash Equivalents
We believe that our cash and cash equivalents and available borrowing capacity under our existing lines of credit, along with cash provided by financing activitiesoperations will be sufficient in the foreseeable future to meet our anticipated operating cash needs, including expenditures related to our Connect and Scale strategy, debt service, acquisitions, and any stock repurchases under the stock repurchase program.
Our 2022 Credit Facility allows us to borrow up to $1.25 billion, with an option to increase the borrowings up to $1.75 billion with lender approval. As of $241.4December 29, 2023, $150.0 million was primarily driven by an increaseoutstanding under the 2022 Credit Facility.
Our 2023 Senior Notes totaling $300.0 million matured and were paid in debt proceeds, net of repayments, partially offset by stock repurchases.
Cash usedJune 2023. Our 2024 Senior Notes totaling $400.0 million are maturing in financing activities was $162.3 million for fiscal 2016, as compared to cash used of $204.9 million during fiscal 2015. The decreaseDecember 2024. We anticipate using a combination of cash used in financing activitieson hand, borrowing from our existing revolvers, or new debt to repay the 2024 Senior Notes.
In the second quarter of $42.62023, we acquired Transporeon, which was funded through a combination of $1.0 billion of term loans, $225.0 million was primarily duedrawn on the 2022 credit facility, as amended, and the 2033 senior notes, see Note 3 “Acquisitions” of this report.
In the third quarter of 2023, we executed a definitive agreement to contribute our Trimble Ag business to a decreasenewly formed JV with AGCO and sell 85% of the stake in the JV to AGCO for $2.0 billion in pre-tax cash usedproceeds, subject to certain adjustments. See Note 4 “Divestitures” of this report. Although we will continue to evaluate the optimal capital structure for our business following the completion of the pending sale, we expect to use the $1.5 billion of estimated proceeds after tax to repurchase stock repurchases, partially offset byand repay approximately $1.1 billion in debt.
Our material cash requirements include the following contractual and other obligations and cash needs:
Leases
We have operating leases primarily for certain of our major facilities including corporate offices, research and development facilities, and manufacturing facilities. Operating leases represent undiscounted lease payments on revolving credit facilities.and include short-term leases.
Accounts Receivable and Inventory Metrics
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At the End of Fiscal Year2017 2016
Accounts receivable days sales outstanding53
 55
Inventory turns per year5.2
 4.8
Accounts receivable days sales outstanding were at 53 days atAt the end of fiscal 2017, as compared2023, we had fixed lease payment obligations of $208.9 million, with $49.3 million payable within the next 12 months. Refer to 55 days atNote 9 “Leases” of this report for additional information regarding our leases.
Tax Payable
At the end of fiscal 2016 due to improved collections. Our accounts receivable days sales outstanding are calculated based on ending accounts

receivable, net, divided by revenue for2023, we had income taxes payable of $62.4 million, with $39.7 million payable within the fourth fiscal quarter, timesnext 12 months. The amount payable within the next 12 months includes $18.2 million representing a quarterly average of 91 days. Our inventory turns were 5.2 at the end of fiscal 2017,one-time transition tax liability as compared to 4.8 at the end of fiscal 2016 due to improved inventory management. Our inventory turnover is calculated based on total cost of sales for the most recent twelve months divided by average ending inventory, net, for this same twelve month period. To the extent that customer demand continues to increase, inventory may be purchased in advance to reduce leads times. As a result inventory turns may decrease.
Debt

Notes
On October 30, 2014, we filed a shelf registration statement with the Securities and Exchange Commission (“SEC”) for the issuance of senior debt securities. On November 24, 2014, we issued $400.0 million of Senior Notes (“Notes”) under the shelf registration statement. The Notes mature on December 1, 2024 and accrue interest at a rate of 4.75% per annum, payable semiannually in arrears on December 1 and June 1 of each year, beginning on June 1, 2015. The Notes are classified as long-term in the Consolidated Balance Sheets.
Prior to September 1, 2024, we may redeem the Notes at our option at any time, in whole or in part, at a redemption price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed2017 Tax Cuts and (ii) the sum of the present values of the remaining scheduled payments of interest and principal, calculated on a semiannual basis using a discount rate equal to the U.S. Treasury rate plus 40 basis points. After September 1, 2024, we may redeem the Notes at our option at any time, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon. Jobs Act (the “Tax Act”).
In addition, in the event of a change of control, as defined in the prospectus filed with the SEC, each holder of the Notes willwe have the right to require us to purchase for cash all or a portion of such holder’s Notes at a purchase price equal to 101% of the principal amount of the Notes, plus any accrued and unpaid interest.
In connection with the closing of the Notes offering, we entered into an Indenture with U.S. Bank National Association, as trustee. The Indenture contains covenants limiting our ability to create certain liens, enter into sale and lease-back transactions, and consolidate or merge with or into, or convey, transfer or lease all or substantially all of our properties and assets to, another person, each subject to certain exceptions. We were in compliance with these covenants at the end of fiscal 2017. The Notes contain no financial covenants.

2014 Credit Facility
On November 24, 2014, we entered into a new five-year credit agreement with a group of lenders (the “2014 Credit Facility”), which replaced our previous 2012 Credit Facility. The 2014 Credit Facility provides for an unsecured revolving loan facility of $1.0 billion. Subject to the terms of the 2014 Credit Facility, the revolving loan facility may be increased and/or term loan facilities may be established in an amount up to $500.0 million. The outstanding balance of $389.0 million is classified as long-term in the Consolidated Balance Sheet.

The funds available under the 2014 Credit Facility may be used for working capital and general corporate purposes, stock repurchases and the financing of certain acquisitions. Under the 2014 Credit Facility, we may borrow, repay and reborrow funds under the revolving loan facility until its maturity on November 24, 2019, at which time the revolving facility will terminate, and all outstanding loans, together with all accrued and unpaid interest, must be repaid. Amounts not borrowed under the $1.0 billion revolving facility will be subject to a commitment fee, to be paid in arrears on the last day of each fiscal quarter, ranging from 0.10% to 0.30% per annum depending on either our credit rating at such time or our leverage ratio as of the most recently ended fiscal quarter, whichever results in more favorable pricing to us.

We may borrow funds under the 2014 Credit Facility in U.S. Dollars, Euros or in certain other agreed currencies, and borrowings will bear interest, at our option, at either: (i) a floating per annum base rate determined by reference to the highest of: (a) the administrative agent’s prime rate; (b) 0.50% per annum above the federal funds effective rate; and (c) reserve-adjusted LIBOR for an interest period of one month plus 1.00%, plus a margin of between 0.00% and 0.75%, or (ii) a reserve-adjusted fixed per annum rate based on LIBOR or EURIBOR, depending on the currency borrowed, plus a margin of between 1.00% and 1.75%. The applicable margin in each case is determined based on either Trimble’s credit rating at such time or Trimble’s leverage ratio as of its most recently ended fiscal quarter, whichever results in more favorable pricing to us. Interest is payable on the last day of each fiscal quarter with respect to borrowings bearing interest at the base rate, or on the last day of an interest period, but at least every three months, with respect to borrowings bearing interest at LIBOR or EURIBOR rate.

The 2014 Credit Facility contains various customary representations and warranties by us, which include customary use of materiality, material adverse effect and knowledge qualifiers. The 2014 Credit Facility also contains customary affirmative and negative covenants including, among other requirements, negative covenants that restrict our ability to create liens and enter into

sale and leaseback transactions, and that restrict our subsidiaries’ ability to incur indebtedness. Further, the 2014 Credit Facility contains financial covenants that require the maintenance of minimum interest coverage and maximum leverage ratios. Specifically, we must maintain as of the end of each fiscal quarter a ratio of (a) EBITDA (as defined in the 2014 Credit Facility) to (b) interest expense for the most recently ended period of four fiscal quarters of not less than 3.50 to 1.00. We must also maintain, at the end of each fiscal quarter, a ratio of (x) total indebtedness (as defined in the 2014 Credit Facility) to (y) EBITDA (as defined in the 2014 Credit Facility) for the most recently ended period of four fiscal quarters of not greater than 3.00 to 1.00; provided, that on the completion of a material acquisition, we may increase the ratio by 0.50 for the fiscal quarter during which such acquisition occurred and each of the three subsequent fiscal quarters. We were in compliance with these covenants at the end of fiscal 2017.
The 2014 Credit Facility contains events of default that include, among others, non-payment of principal, interest or fees, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, bankruptcy and insolvency events, material judgments and events constituting a change of control. Upon the occurrence and during the continuance of an event of default, interest on the obligations will accrue at an increased rate and the lenders may accelerate our obligations under the 2014 Credit Facility, except that acceleration will be automatic in the case of bankruptcy and insolvency events of default.

In February 2016, we entered into an amendment to the 2014 Credit Facility to facilitate the Reincorporation from California to Delaware and to effect other non-financial terms. In August 2016, we entered into a second amendment to revise a definition used in determining when a change of control of the Company may occur.
The interest rate on the long-term debt outstanding under the credit facilities was 2.55% and 1.80% at the end of fiscal 2017 and 2016, respectively.

Uncommitted Facilities
We also have two $75.0 million revolving credit facilities which are uncommitted (the “Uncommitted Facilities”). The Uncommitted Facilities may be called by the lenders at any time, have no covenants and no specified expiration date. The interest rate on the Uncommitted Facilities is 1.00% plus either LIBOR or the bank’s cost of funds or as otherwise agreed upon by the bank and us. The $128.0 million outstanding at the end of 2017 and the $130.0 million outstanding at the end of 2016 under the Uncommitted Facilities are classified as short-term in our Consolidated Balance Sheets. The weighted average interest rate on the Uncommitted Facilities was 2.24% at the end of fiscal 2017 and 1.65% at the end of fiscal 2016.

Interim Credit Facility
On February 2, 2018, we entered into a $300.0 million Revolving Credit Agreement (the “2018 Interim Credit Facility”), by and between the Company and The Bank of Nova Scotia (the “Bank”) in connection with the acquisition of e-Builder, Inc., a Florida corporation. As of February 2, 2018, after giving effect to the borrowings made on the closing date, we had outstanding $300.0 million aggregate principal amount of revolving loans under this credit facility.
We may borrow, repay and reborrow funds under the 2018 Interim Credit Facility until its maturity on January 31, 2019. Borrowings under the 2018 Interim Credit Facility will bear interest, at our option, at either: (i) a floating per annum base rate determined by reference to the highest of: (a) The Bank of Nova Scotia’s prime rate; (b) 0.50% per annum above the federal funds effective rate; and (c) LIBOR for an interest period of one month; plus a margin equal to 0.125%, (ii) a fixed per annum rate based on LIBOR plus a margin of 1.125% or (iii) an interest rate agreed between us and The Bank of Nova Scotia. The 2018 Interim Credit Facility contains various customary representations and warranties and affirmative and negative covenants that are substantially the same as those contained in the 2014 Credit Facility.
For additional discussion of our debt, see Note 7 to the consolidated financial statements.

CONTRACTUAL OBLIGATIONS
The following table summarizes our contractual obligations at the end of fiscal 2017:
 Payments Due By Period
 Total 
Less
than 1
year
 
1-3
years
 
3-5
years
 
More
than
5 years
(in millions)         
Principal payments on debt (1)$918.2
 $128.4
 $389.7
 $0.1
 $400.0
Interest payments on debt (2)153.8
 31.3
 66.7
 38.4
 17.4
Operating leases obligations152.4
 35.5
 52.6
 34.8
 29.5
Other purchase obligations and commitments (3)198.1
 187.8
 9.8
 0.5
 —
Income taxes payable (4)117.4
 9.4
 18.8
 18.8
 70.4
Total$1,539.9
 $392.4
 $537.6
 $92.6
 $517.3
(1)Amount represents principal payments over the life of the debt obligations, excluding the $300.0 million 2018 Interim Credit Facility in connection with the acquisition of e-Builder, Inc., which was not entered into prior to the end of fiscal 2017. (See Note 7 and Note 17 to the consolidated financial statements for further financial information regarding debt.)
(2)Amount represents the expected interest payments relating to our debt. Our $400.0 million Notes accrue interest at 4.75% per annum and are payable semi-annually in arrears on December 1 and June 1 each year. Interest on our Credit Facilities and Uncommitted Facilities was estimated to be 2.55% and 2.24% per annum, respectively, based upon recent trends and is payable at least quarterly.
(3)Other purchase obligations and commitments primarily represent open non-cancelable purchase orders for material purchases with our vendors, and also include estimated payments due for acquisition related earn-outs. Purchase obligations exclude agreements that are cancelable without penalty.
(4)Income taxes payable represents a one-time transition tax liability related to known amounts of cash taxes payable in future years as a result of the Tax Act. For further information, see Note 11 to the consolidated financial statements.
Excluded from the table above are unrecognized tax benefits of $76.4$88.3 million included in Other non-current liabilities, including interest and penalties. At this time, we cannot make a reasonably reliable estimate of the period of cash settlement with tax authorities regarding this liability,liability. Refer to Note 13 “Income Taxes” of this report for additional information regarding our taxes.
Other Purchase Obligations and therefore, such amounts areCommitments
Purchase obligations and commitments primarily relate to investments in our platform associated with our Connect and Scale strategy and non-cancellable inventory commitments. At the end of 2023, we had operating purchase obligations and commitments of $618.9 million, with $253.5 million payable within the next 12 months. Refer to Note 10 “Commitments and Contingencies” of this report for additional information regarding our purchase obligations and commitments. Other than the items discussed above, we do not included inhave any off-balance sheet financing arrangements or liabilities.
Debt
At the contractual obligations table above.end of 2023, we had outstanding fixed-rate senior notes and floating credit facilities with varying maturities for an aggregate principal amount of approximately $3.1 billion. Future interest payments total $898.4 million, with $190.7 million payable within the next 12 months. We anticipate repaying $1.1 billion of our debt through the use of the net proceeds from the proposed AGCO JV transaction. Refer to Note 4 “Divestitures” of this report for additional information.
During 2023, we had $1.6 billion of proceeds from debt, net of the payments. Refer to Note 8 “Debt” of this report for additional information regarding our debt.
Stock Repurchase Program
At the end of 2023, we had a 2021 Stock Repurchase Program authorized by our Board of Directors that allowed us to repurchase stocks from time to time, subject to business and market conditions and other investment opportunities, through open market transactions, privately-negotiated transactions, accelerated stock repurchase plans, or by other means for up to $750.0 million. On January 28, 2024, our Board of Directors approved a 2024 Stock Repurchase Program that allows us to repurchase stock from time to time, through accelerated stock repurchase plans, open market transactions, privately negotiated transactions, block purchases, tender offers, or by other means for up to $800.0 million. The 2024 Stock Repurchase Program does not obligate us to acquire any specific number of shares. The 2024 Stock Repurchase Program replaced the 2021 Stock Repurchase Program, which was cancelled. Refer to Note 15 “Common Stock Repurchase” of this report for additional information regarding our 2021 Stock Repurchase Program and 2024 Stock Repurchase Program.
EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS
The impact of recent accounting pronouncements is disclosed in Note 21 “Description of Business and Accounting Policies” of this report.
SUPPLEMENTAL DISCLOSURE OF NON-GAAP FINANCIAL MEASURES AND ANNUALIZED RECURRING REVENUE
To supplement our accompanying Notes to consolidated financial statementsinformation, we included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
Our non-GAAP financial measures, which are not meant to be considered in isolation or as a substitute for comparable GAAP measures. GAAP. We believe non-GAAP financial measures provide useful information to investors and others in understanding our “core operating performance”, which excludes (i) the effect of non-cash items and certain variable charges not expected to recur; and (ii) transactions that are not meaningful in comparison to our past operating performance or not reflective of ongoing financial results. Lastly, we believe that our core operating performance offers a supplemental measure for period-to-period comparisons and can be used to evaluate our historical and prospective financial performance, as well as our performance relative to competitors.
Organic revenue growth is a non-GAAP measure that refers to revenue excluding the impacts of (i) foreign currency translation, and (ii) acquisitions and divestitures. We believe organic revenue growth provides useful information in evaluating the results of our business because it excludes items that are not indicative of ongoing performance or impact comparability with the prior year. We provide reconciliation tables showing the change in revenue growth to organic revenue growth in the “Results of Operations” section found earlier in this Item 7.
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In addition to providing non-GAAP financial measures, we disclose Annualized Recurring Revenue (“ARR”) to give the investors supplementary indicators of the value of our current recurring revenue contracts. ARR represents the estimated annualized value of recurring revenue. ARR is calculated by taking our subscription, maintenance and support, and recurring transaction revenue for the current quarter and adding the portion of the contract value of all our term licenses attributable to the current quarter, then dividing that sum by the number of days in the quarter and then multiplying that quotient by 365. Organic ARR refers to annualized recurring revenue excluding the impacts of (i) foreign currency translation, and (ii) acquisitions and divestitures. ARR and organic ARR should be viewed independently of revenue and deferred revenue as they are performance measures and are not intended to be combined with or to replace either of those items.
The non-GAAP financial measures, included in the following table as well as detaileddefinitions, and explanations to the adjustments to comparable GAAP measures are set forthincluded below:
Years
  20232022
  Dollar% ofDollar% of
(In millions, except per share amounts) AmountRevenueAmountRevenue
REVENUE:
GAAP revenue:$3,798.7 $3,676.3 
GROSS MARGIN:
GAAP gross margin:$2,332.8 61.4 %$2,105.6 57.3 %
Amortization of purchased intangible assets(A)108.7 85.0 
Acquisition / divestiture items(B)0.5 0.2 
Stock-based compensation / deferred compensation(C)15.0 12.1 
Restructuring and other costs(D)(0.1)1.7 
Non-GAAP gross margin:$2,456.9 64.7 %$2,204.6 60.0 %
OPERATING EXPENSES:
GAAP operating expenses:$1,884.0 49.6 %$1,594.7 43.4 %
Amortization of purchased intangible assets(A)(103.6)(46.6)
Acquisition / divestiture items(B)(71.9)(32.6)
Stock-based compensation / deferred compensation(C)(136.1)(99.9)
Restructuring and other costs(D)(50.2)(52.5)
Non-GAAP operating expenses:$1,522.2 40.1 %$1,363.1 37.1 %
OPERATING INCOME:
GAAP operating income:$448.8 11.8 %$510.9 13.9 %
Amortization of purchased intangible assets(A)212.3 131.6 
Acquisition / divestiture items(B)72.4 32.8 
Stock-based compensation / deferred compensation(C)151.1 112.0 
Restructuring and other costs(D)50.1 54.2 
Non-GAAP operating income:$934.7 24.6 %$841.5 22.9 %
NON-OPERATING INCOME (EXPENSE), NET:
GAAP non-operating income (expense), net:$(91.8)$58.2 
Acquisition / divestiture items(B)(36.5)(107.5)
Deferred compensation(C)(5.8)8.5 
Restructuring and other costs(D)1.3 6.0 
Non-GAAP non-operating expense, net:$(132.8)$(34.8)
   GAAP and Non-GAAP Tax Rate %GAAP and Non-GAAP Tax Rate %
(G)(G)
INCOME TAX PROVISION:
GAAP income tax provision:$45.7 12.8 %$119.4 21.0 %
Non-GAAP items tax effected(E)56.9 49.9 
Difference in GAAP and Non-GAAP tax rate(F)35.6 (22.9)
Non-GAAP income tax provision:$138.2 17.2 %$146.4 18.2 %
NET INCOME:
GAAP net income:$311.3 $449.7 
Amortization of purchased intangible assets(A)212.3 131.6 
Acquisition / divestiture items(B)35.9 (74.7)
Stock-based compensation / deferred compensation(C)145.3 120.5 
Restructuring and other costs(D)51.4 60.2 
Non-GAAP tax adjustments(E) - (F)(92.5)(27.0)
Non-GAAP net income:$663.7 $660.3 
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Years
  20232022
DILUTED NET INCOME PER SHARE:
GAAP diluted net income per share:$1.25 $1.80 
Amortization of purchased intangible assets(A)0.85 0.53 
Acquisition / divestiture items(B)0.14 (0.30)
Stock-based compensation / deferred compensation(C)0.58 0.48 
Restructuring and other costs(D)0.21 0.24 
Non-GAAP tax adjustments(E) - (F)(0.37)(0.11)
Non-GAAP diluted net income per share:$2.66 $2.64 
ADJUSTED EBITDA:
GAAP operating income:$448.8 11.8 %$510.9 13.9 %
Amortization of purchased intangible assets(A)212.3 131.6 
Acquisition / divestiture items(B)72.4 32.8 
Stock-based compensation / deferred compensation(C)151.1 112.0 
Restructuring and other costs(D)50.1 54.2 
Non-GAAP operating income:934.7 24.6 %841.5 22.9 %
Depreciation expense and cloud computing amortization46.9 44.7 
Income from equity method investments, net28.1 31.1 
Adjusted EBITDA$1,009.7 26.6 %$917.3 25.0 %
Non-GAAP Definitions
Non-GAAP gross margin
We define Non-GAAP gross margin as GAAP gross margin, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, deferred compensation, and restructuring and other costs.We believe our investors benefit by understanding our non-GAAP gross margin as a way of understanding how product mix, pricing decisions, and manufacturing costs influence our business.
Non-GAAP gross margin excludes restructuring charges,operating expenses
We define Non-GAAP operating expenses as GAAP operating expenses, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, deferred compensation, and amortization of acquisition-related inventory step-up from GAAP gross margin. We believe that these exclusions offer investors additional information that may be useful to view trends in our gross margin performance.
Non-GAAP operating expenses
restructuring and other costs. We believe this measure is important to investors evaluating our non-GAAP spending in relation to revenue.
Non-GAAP operating expenses exclude restructuring charges,income
We define Non-GAAP operating income as GAAP operating income, excluding the effects of amortization of purchased intangible assets, stock-based compensation, acquisition/divestiture items, associated with externalstock-based compensation, deferred compensation, and incremental costs resulting directly from merger and acquisition activities such as

legal, due diligence, integration,restructuring and other required closing costs, executive transition costs, and litigation costs from GAAP operating expenses. We believe that these exclusions offer investors supplemental information to facilitate comparison of our operating expenses to our prior results.
Non-GAAP operating income
costs.We believe our investors benefit by understanding our non-GAAP operating income trends, which are driven by revenue, gross margin, and spending. Non-GAAP operating income excludes restructuring charges, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition/divestiture items associated with external and incremental costs resulting directly from merger and acquisition activities such as legal, due diligence, integration, and other required closing costs, executive transition costs, and litigation costs. We believe that these exclusions offer an alternative means for our investors to evaluate current operating performance compared to results of other periods.
Non-GAAP non-operating expense, net
We define Non-GAAP non-operating expense, net as GAAP non-operating income (expense), net,

excluding acquisition/divestiture items, deferred compensation, and restructuring and other costs.We believe this measure helps investors evaluate our non-operating incomeexpense trends. Non-GAAP non-operating income (expense), net excludes acquisition/divestiture gains/losses associated with unusual acquisition related items such as intangible asset impairment charges, gains or losses related to acquisitions, or sale of certain businesses and investments. We believe that these exclusions provide investors with a supplemental view of our ongoing financial results.

Non-GAAP income tax provision

We believe that providing investors with the non-GAAPdefine Non-GAAP income tax provision is beneficialas GAAP income tax provision, excluding charges and benefits such as net deferred tax impacts resulting from the non-U.S. intercompany transfer of intellectual property, tax law changes, and significant one-time reserve releases upon the statute of limitations expirations. We believe this measure helps investors because it provides for consistent treatment of the excluded items in our non-GAAP presentation. Thepresentation and a difference in the GAAP and non-GAAP income tax provision excludes material non-recurring items such as build and release of valuation allowances, reserve releases related to closure of tax audits, and other non-recurring items. We have not retroactively restated prior periods’ non-GAAP results with a similar separate rate. Therefore, comparability between periods may be affected.

rates.
Non-GAAP net income

We define Non-GAAP net income as GAAP net income, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, restructuring and other costs, and non-GAAP tax adjustments.This measure provides a supplemental view of net income trends, which are driven by non-GAAP income before taxes and our non-GAAP tax rate. Non-GAAP net income excludes restructuring charges, amortization
40
Table of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition/divestiture items, executive transition costs, litigation costs, and non-GAAP tax adjustments from GAAP net income. We believe our investors benefit from understanding these exclusions and from an alternative view of our net income performance as compared to our past net income performance.Contents

Non-GAAP diluted net income per share

We define Non-GAAP diluted net income per share as GAAP diluted net income per share, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, restructuring and other costs, and non-GAAP tax adjustments.We believe our investors benefit by understanding our non-GAAP operating performance as reflected in a per share calculation as a way of measuring non-GAAP operating performance by ownership in the company. Non-GAAP diluted
Adjusted EBITDA
We define Adjusted EBITDA as non-GAAP operating income plus depreciation expense, cloud computing amortization, and income from equity method investments, net. Other companies may define Adjusted EBITDA differently. Adjusted EBITDA is not intended to purport to be an alternative to net income per share excludes restructuring charges,or operating income as a measure of operating performance or cash flow from operating activities as a measure of liquidity. Adjusted EBITDA is a performance measure that we believe offers a useful view of the overall operations of our business because it facilitates operating performance comparisons by removing potential differences caused by variations unrelated to operating performance, such as capital structures (interest expense), income taxes, depreciation, and amortization of purchased intangibles and cloud computing costs.
Explanations of Non-GAAP adjustments
(A).Amortization of purchased intangible assets. Non-GAAP gross margin and operating expenses exclude the amortization of purchased intangible assets, which primarily represents technology and/or customer relationships already developed.
(B).Acquisition / divestiture items. Non-GAAP gross margin and operating expenses exclude costs consisting of external and incremental costs resulting directly from acquisitions, divestitures, and strategic investment activities such as legal, due diligence, integration, and other closing costs, including the acceleration of acquisition stock awards and adjustments to the fair value of earn-out liabilities. Non-GAAP non-operating expense, net, excludes unusual one-time acquisition/divestiture charges, including foreign currency exchange rate gains/losses related to an acquisition, divestiture gains/losses, and strategic investment impairments. These are one-time costs that vary significantly in amount and timing and are not indicative of our core operating performance.
(C).Stock-based compensation / deferred compensation. Non-GAAP gross margin and operating expenses exclude stock-based compensation amortizationand income or expense associated with movement in our non-qualified deferred compensation plan liabilities. Changes in non-qualified deferred compensation plan assets, included in non-operating expense, net, offset the income or expense in the plan liabilities.
(D).Restructuring and other costs. Non-GAAP gross margin and operating expenses exclude restructuring and other costs comprised of acquisition-related inventory step-up, acquisition/divestituretermination benefits related to reductions in employee headcount and closure or exit of facilities, executive severance agreements, business exit costs, as well as a $20 million commitment to donate to the Trimble Foundation that was paid over four quarters ending in the first quarter of 2023.
(E).Non-GAAP items executive transition costs, litigation costs,tax effected. This amount adjusts the provision for income taxes to reflect the effect of the non-GAAP items (A) - (D) on non-GAAP net income.
(F).Difference in GAAP and Non-GAAP tax rate. This amount represents the difference between the GAAP and non-GAAP tax adjustmentsrates applied to the non-GAAP operating income plus the non-GAAP non-operating expense, net. The non-GAAP tax rate excludes charges and benefits such as (i) deferred tax impacts from GAAP diluted net income per share. We believe that these exclusions offer investors a useful view of our diluted net income per share as compared to our past diluted net income per share.
These non-GAAP measures can be used to evaluate our historical and prospective financial performance, as well as our performance relative to competitors. We believe some of our investors track our "core operating performance" as a means of evaluating our performance in the ordinary, ongoing, and customary course of our operations. Core operating performance excludes items that are non-cash, not expected to recur or not reflective of ongoing financial results. Management also believes that looking at our core operating performance provides a supplemental way to provide consistency in period to period comparisons. Accordingly, management excludes from non-GAAP those itemstax amortization relating to restructuring charges, amortizationa non-U.S. intercompany transfer of purchasedintellectual property and R&D cost capitalization impact to global intangible assets, stock-based compensation, amortizationlow-taxed income ("GILTI"), and (ii) significant one-time reserve releases upon statute of acquisition-related inventory step-up, acquisition/divestiture items, executive transition costs, litigation costs,limitations expirations.
(G).GAAP and non-GAAP tax adjustments. For detailed explanations of the adjustments made to comparable GAAP measures, see items (A) - ( K) below,
  Fiscal Years
  2017 2016 2015

(Dollars in millions, except per share data) 
Dollar
Amount
 
% of
Revenue
 
Dollar
Amount
 
% of
Revenue
 
Dollar
Amount
 
% of
Revenue
GROSS MARGIN:            
GAAP gross margin: $1,392.6
 52.5 % $1,238.0
 52.4 % $1,202.2
 52.5 %
Restructuring charges( A )3.6
 0.1 % 1.7
 0.1 % 1.4
 0.1 %
Amortization of purchased intangible assets( B )85.8
 3.2 % 88.6
 3.8 % 92.6
 4.0 %
Stock-based compensation( C )3.9
 0.2 % 3.8
 0.1 % 3.9
 0.2 %
Amortization of acquisition-related inventory step-up( D )2.8

0.1 % —
 — % —
 — %
Non-GAAP gross margin: $1,488.7
 56.1 % $1,332.1
 56.4 % $1,300.1
 56.8 %
OPERATING EXPENSES:            
GAAP operating expenses: $1,146.6
 43.2 % $1,057.0
 44.7 % $1,047.8
 45.7 %
Restructuring charges( A )(6.9) (0.2)% (11.6) (0.5)% (11.4) (0.5)%
Amortization of purchased intangible assets( B )(63.0) (2.4)% (62.2) (2.6)% (69.8) (3.1)%
Stock-based compensation( C )(60.9) (2.3)% (48.8) (2.1)% (46.2) (2.0)%
Acquisition / divestiture items( E )(7.4) (0.3)% (6.8) (0.3)% (9.9) (0.4)%
Executive transition costs( F )—
 — % (1.0) — % —
 — %
Litigation( G )—
 — % —
 — % (0.3) — %
Non-GAAP operating expenses: $1,008.4
 38.0 % $926.6
 39.2 % $910.2
 39.7 %
OPERATING INCOME:            
GAAP operating income: $246.0
 9.3 % $181.0
 7.7 % $154.4
 6.7 %
Restructuring charges( A )10.5
 0.3 % 13.3
 0.6 % 12.8
 0.6 %
Amortization of purchased intangible assets( B )148.8
 5.6 % 150.8
 6.4 % 162.4
 7.1 %
Stock-based compensation( C )64.8
 2.5 % 52.6
 2.2 % 50.1
 2.2 %
Amortization of acquisition-related inventory step-up( D )2.8
 0.1 % —
 — % —
 — %
Acquisition / divestiture items( E )7.4
 0.3 % 6.8
 0.3 % 9.9
 0.4 %
Executive transition costs( F )—
 — % 1.0
 — % —
 — %
Litigation( G )—
 — % —
 — % 0.3
 — %
Non-GAAP operating income: $480.3
 18.1 % $405.5
 17.2 % $389.9
 17.0 %
NON-OPERATING INCOME (EXPENSE), NET:            
GAAP non-operating income (expense), net: $13.1
   $(4.3)   $(2.6)  
Acquisition / divestiture items( E )(0.3)   (3.5)   (3.9)  
Non-GAAP non-operating income (expense), net: $12.8
   $(7.8)   $(6.5)  
             
    GAAP and
Non-GAAP
Tax Rate % (K)		   GAAP and
Non-GAAP
Tax Rate % (K)		   GAAP and
Non-GAAP
Tax Rate % (K)
INCOME TAX PROVISION:            
GAAP income tax provision: $137.9
 53 % $44.5
 25 % $31.1
 20 %
Non-GAAP items tax effected:( H )45.0
   55.3
   47.1
  
Difference in GAAP and Non-GAAP tax( I )15.5
   (4.3)   13.8
  
Tax reform impacts(J)(85.0)   —
   —
  
Non-GAAP income tax provision: $113.4
 23 % $95.5
 24 % $92.0
 24 %
NET INCOME:            
GAAP net income attributable to Trimble Inc. $121.1
   $132.4
   $121.1
  
Restructuring charges( A )10.5
   13.3
   12.8
  
Amortization of purchased intangible assets( B )148.8
   150.8
   162.4
  
Stock-based compensation( C )64.8
   52.6
   50.1
  

Amortization of acquisition-related inventory step-up( D )2.8
   —
   —
  
Acquisition / divestiture items( E )7.1
   3.3
   6.0
  
Executive transition costs( F )—
   1.0
   —
  
Litigation( G )—
   —
   0.3
  
Non-GAAP tax adjustments( H ) - ( J )24.5
   (51.0)   (60.9)  
Non-GAAP net income attributable to Trimble Inc. $379.6
   $302.4
   $291.8
  
DILUTED NET INCOME PER SHARE:            
GAAP diluted net income per share attributable to Trimble Inc. $0.47
   $0.52
   $0.47
 
Restructuring charges( A )0.04
   0.06
   0.05
 
Amortization of purchased intangible assets( B )0.58
   0.59
   0.63
 
Stock-based compensation( C )0.25
   0.20
   0.19
 
Amortization of acquisition-related inventory step-up( D )0.01
   —
   —
 
Acquisition / divestiture items( E )0.03
   0.01
   0.02
 
Executive transition costs( F )—
   —
   —
  
Litigation( G )—
   —
   —
  
Non-GAAP tax adjustments( H ) - ( J )0.10
   (0.19)   (0.23) 
Non-GAAP diluted net income per share attributable to Trimble Inc. $1.48
   $1.19
   $1.13
 

(A)
Restructuring charges. Included in our GAAP presentation of cost of sales and operating expenses, restructuring charges recorded are primarily for employee compensation resulting from reductions in employee headcount in connection with our company restructurings. We exclude restructuring charges from our non-GAAP measures because we believe they do not reflect expected future operating expenses, they are not indicative of our core operating performance, and they are not meaningful in comparisons to our past operating performance. We have incurred restructuring expense in each of the last three years. However the amount incurred can vary significantly based on whether a restructuring has occurred in the period and the timing of headcount reductions.
(B)
Amortization of purchased intangible assets. Included in our GAAP presentation of gross margin and operating expenses is amortization of purchased intangible assets. U.S. GAAP accounting requires that intangible assets are recorded at fair value and amortized over their useful lives. Consequently, the timing and size of our acquisitions will cause our operating results to vary from period to period, making a comparison to past performance difficult for investors. This accounting treatment may cause differences when comparing our results to companies that grow internally because the fair value assigned to the intangible assets acquired through acquisition may significantly exceed the equivalent expenses that a company may incur for similar efforts when performed internally. Furthermore, the useful life that we use to amortize our intangible assets over may be substantially different from the time period that an internal growth company incurs and recognizes such expenses. We believe that by excluding the amortization of purchased intangible assets, which primarily represents technology and/or customer relationships already developed, it provides an alternative way for investors to compare our operations pre-acquisition to those post-acquisitions and to those of our competitors that have pursued internal growth strategies. However, we note that companies that grow internally will incur costs to develop intangible assets that will be expensed in the period incurred, which may make a direct comparison more difficult.
(C)
Stock-based compensation. Included in our GAAP presentation of cost of sales and operating expenses, stock-based compensation consists of expenses for employee stock options and awards and purchase rights under our employee stock purchase plan. We exclude stock-based compensation expense from our non-GAAP measures because some investors may view it as not reflective of our core operating performance as it is a non-cash expense. For fiscal years 2017, 2016 and 2015, stock-based compensation was allocated as follows:

 Fiscal Years
(In millions)2017 2016 2015
Cost of sales$3.9
 $3.8
 $3.9
Research and development10.4
 9.1
 8.7
Sales and Marketing9.3
 8.3
 9.1
General and administrative41.2
 31.4
 28.4
Total stock-based compensation expense$64.8
 $52.6
 $50.1

(D)
Amortization of acquisition-related inventory step-up. The purchase accounting entries associated with our business acquisitions require us to record inventory at its fair value, which is sometimes greater than the previous book value of the inventory. Included in our GAAP presentation of cost of sales, the increase in inventory value is amortized to cost of sales over the period that the related product is sold. We exclude inventory step-up amortization from our non-GAAP measures because it is a non-cash expense that we do not believe is indicative of our ongoing operating results. We further believe that excluding this item from our non-GAAP results is useful to investors in that it allows for period-over-period comparability.
(E)
Acquisition / divestiture items. Included in our GAAP presentation of operating expenses, acquisition costs consist of external and incremental costs resulting directly from merger and acquisition and strategic investment activities such as legal, due diligence, integration, and other required closing costs, as well as adjustments to the fair value of earn-out liabilities. Included in our GAAP presentation of non-operating income (expense), net, acquisition/divestiture items includes unusual acquisition, investment, and/or divestiture gains/losses. Although we do numerous acquisitions, the costs that have been excluded from the non-GAAP measures are costs specific to particular acquisitions. These are one-time costs that vary significantly in amount and timing and are not indicative of our core operating performance.
(F)
Executive transition costs. Included in our GAAP presentation of operating expenses are amounts paid to the Company's former CFO upon his departure under the terms of his executive severance agreement. We excluded these payments from our non-GAAP measures because they represent non-recurring expenses and are not indicative of our ongoing operating expenses. We further believe that excluding the executive transition costs from our non-GAAP results is useful to investors in that it allows for period-over-period comparability.
(G)
Litigation. These amounts represent costs accrued to settle litigation, generally as a result of an arbitration agreement. We have excluded these costs from our non-GAAP measures because they are non-recurring expenses that are not indicative of our ongoing operating results. We further believe that excluding these items from our non-GAAP results is useful to investors in that it allows for period-over-period comparability.
(H)
Non-GAAP items tax effected. This amount adjusts the provision for income taxes to reflect the effect of the non-GAAP items ( A ) - ( G ) on non-GAAP net income. We believe this information is useful to investors because it provides for consistent treatment of the excluded items in this non-GAAP presentation.
(I)
Difference in GAAP and Non-GAAP tax. This amount represents the difference between the GAAP and non-GAAP tax rates applied to the Non-GAAP operating income plus the Non-GAAP non-operating income (expense), net. We believe that investors benefit from excluding this item from our non-GAAP income tax provision because it facilitates a comparison of the non-GAAP tax provision in the current and prior periods. For fiscal 2015, 2016 and 2017, this amount represents the difference between the GAAP and Non-GAAP tax rates applied to the Non-GAAP operating income plus the Non-GAAP non-operating income (expense), net.
(J)
Tax reform impacts. This amount represents the provision for income taxes recorded as a result of the Tax Act enacted in December 22, 2017. The provision primarily includes a one-time transition tax on accumulated foreign earnings and related adjustments to deferred taxes and reserves, and revaluation of deferred taxes due to the reduction of U.S. income tax rate. We are required to recognize the effect of the tax law changes in the period of enactment. We excluded this item as it is a non-recurring expense. We believe that investors benefit from excluding this item from our non-GAAP income tax provision because it allows for period-over-period comparability.
(K)
GAAP and non-GAAP tax rate %. rate percentages.These percentages are defined as GAAP income tax provision as a percentage of GAAP income before taxes and non-GAAP income tax provision as a percentage of non-GAAP income before taxes. We believe that investors benefit from a presentation of non-GAAP tax rate percentage as a way of facilitating a comparison to non-GAAP tax rates in prior periods.

Non-GAAP Operating Income
Non-GAAP operating income increased by $74.8 million for fiscal 2017 as compared to fiscal 2016, and increased by $15.6 million for fiscal 2016 as compared to fiscal 2015. Non-GAAP operating income as a percentage of total revenue was 18.1%, 17.2%,GAAP income before taxes and 17.0% for fiscal years 2017, 2016, and 2015, respectively.non-GAAP income tax provision as a percentage of non-GAAP income before taxes.

41
The Non-GAAP operating income and Non-GAAP operating income percentage for fiscal 2017 increased primarily attributable to revenue expansion across all segments and strong operating expense control in Buildings and Infrastructure, and to a lesser extent Transportation, Resources and Utilities, and Geospatial.
Table of
Item 7A.Quantitative and Qualitative Disclosure about Market Risk
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk related to changes in interest rates and foreign currency exchange rates. We use certain derivative financial instruments to manage these risks. We do not use derivative financial instruments for speculative purposes. All financial instruments are used in accordance with policies approved by our board of directors.
Market Interest Rate Risk
Our cash equivalents and short-term investments consisted primarily of treasury bills, debt securities and commercial paper, interest and non-interest bearing bank deposits as well as bank time deposits. The main objective of these instruments is safety of principal and liquidity while maximizing return, without significantly increasing risk.
Due to the nature of our cash equivalents and short-term investments wherethat they are readily convertible to cash, we do not anticipate any material effect on our portfolio due to fluctuations in interest rates.
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” of this report. We are exposed to market risk due to the possibility of changing interest rates under our credit facilities. Our 2014 Credit Facility is comprised ofrates. While not predictive, a revolving credit agreement and a letter of credit sub-facility with maturity dates of November 24, 2019 and also two unsecured uncommitted revolving credit agreements that are callable by the bank at any time. We may borrow funds under these facilities in U.S. Dollars or in certain other currencies and borrowings will bear interest as described under Note 7 of Notes to the consolidated financial statements.
At the end of fiscal 2017, we had outstanding a revolving loan of $389.0 million under the 2014 Credit Facility and a revolving credit line of $128.0 million under the Uncommitted Facilities. A hypothetical 10% increase in our borrowing rates at the end of fiscal 2017 could result in approximately $0.5 million annual50 basis point increase in interest expenserates on these existing principal balances.
The hypothetical changes and assumptions made above will be different from what actually occursour variable-rate debt would result in the future. Furthermore, the computations do not anticipate actions that may be taken by our management should the hypothetical market changes actually occur over time. As a result, actual earnings effectsan increase of approximately $6.5 million in the future will differ from those quantified above.annual interest expense.
Foreign Currency Exchange Rate Risk
We operate in international markets, which expose us to market risk associated with foreign currency exchange rate fluctuations between the U.S. Dollar and various foreign currencies, the most significant of which is the Euro.
Historically, the majority of our revenue contracts are denominated in U.S. Dollars, with the most significant exception being Europe, where we invoice primarily in Euros.Euro. Additionally, a portion of our expenses, primarily the cost to manufacture, cost of personnel to deliver technical support on our products and professional services, sales and sales support, and research and development, are denominated in foreign currencies, primarily the Euro.
Revenue resulting from selling in local currencies and costs incurred in local currencies are exposed to foreign currency exchange rate fluctuations, which can affect our operating income. As exchange rates vary, operating income may differ from expectations. In fiscal 2017, revenue and operating income were favorably impacted by2023, changes in foreign currency exchange rates by $8.3had a favorable impact of $0.9 million on revenue and $0.7an unfavorable impact of $5.8 million respectively.on operating income.
We enter into foreign currency forward contracts to minimize the short-term impact of foreign currency exchange rate fluctuations on cash, debt, and certain trade and inter-companyintercompany receivables and payables, primarily denominated in Euro, British pound,Canadian Dollars, New Zealand dollarsDollars, British Pound, and Canadian dollars.Brazilian Real. These contracts reduce the exposure to fluctuations in foreign currency exchange rate movements, as the gains and losses associated with foreign currency balances are generally offset with the gains and losses on the forward contracts. These instruments are marked to market through earnings every period and generally range from one to two months in maturity. We do not enter into foreign currency forward contracts for trading purposes. We occasionally enter into foreign currency forwardexchange contracts to hedge the purchase price of some of our larger business acquisitions.
Our foreign currency contracts are marked-to-market through earnings every period and generally range in maturity from one to two months, or from four to six months for acquisitions. We do not enter into foreign currency contracts for trading purposes. Foreign currency forward contracts outstanding at the end of fiscal 20172023 and 20162022 are summarized as follows:
 At the End of 2023At the End of 2022
 Nominal
Amount		Fair
Value		Nominal
Amount		Fair
Value
(In millions)
Forward contracts:
Purchased$(120.3)$0.3 $(77.9)$— 
Sold50.8 (0.3)130.6 0.2 
Foreign currency exchange contract related to acquisition— — 1,999.4 10.4 
42
 At the End of Fiscal 2017 At the End of Fiscal 2016
 
Nominal
Amount
 
Fair
Value
 Nominal
Amount		 Fair
Value
(In millions)       
Forward contracts:       
Purchased$(54.3) $(0.1) $(99.2) $—
Sold$217.8
 $0.5
 $86.1
 $0.1

Table of Contents

TRIMBLE INC.
INDEX TO FINANCIAL STATEMENTS
5244
5345
5446
5447
5548
5649
Note 1. Description of Business and Accounting Policies
49
Note 2. Earnings per Share
54
Note 3. Acquisitions
54
Note 4. Divestitures
56
Note 5. Intangible Assets and Goodwill
57
Note 6. Certain Balance Sheet Components
58
Note 7. Reporting Segment and Geographic Information
59
Note 8. Debt
62
Note 9. Leases
63
Note 10. Commitments and Contingencies
64
Note 11. Fair Value Measurements
65
Note 12. Deferred Revenue and Remaining Performance Obligations
66
Note 13. Income Taxes
66
Note 14. Employee Stock Benefit Plans
69
Note 15. Common Stock Repurchase
71
Note 16. Subsequent Event
71
8672
43
Table of Contents

Index to Financial Statements
Item 8.
Item 8. Financial Statements and Supplementary Data



TRIMBLE INC.
CONSOLIDATED BALANCE SHEETS
At the End of YearAt the End of Year20232022
At the End of Fiscal Year2017 2016
(In millions, except par values)   
(In millions, except par value)
(In millions, except par value)
(In millions, except par value)  
ASSETS   
Current assets:
   
Current assets:
Current assets:
Current assets:
Cash and cash equivalents$358.5
 $216.1
Short-term investments178.9
 111.1
Cash and cash equivalents
Cash and cash equivalents
Accounts receivable, net414.8
 354.8
Other receivables42.8
 35.4
Accounts receivable, net
Accounts receivable, net
Inventories271.8
 218.8
Inventories
Inventories
Prepaid expenses
Other current assets50.3
 42.5
Assets held for sale
Total current assets1,317.1
 978.7
Property and equipment, net174.0
 144.2
Operating lease right-of-use assets
Goodwill2,287.1
 2,077.6
Other purchased intangible assets, net364.8
 333.3
Deferred income tax assets
Other non-current assets155.2
 140.0
Total assets$4,298.2
 $3,673.8
LIABILITIES AND STOCKHOLDERS' EQUITY   
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:   
Current liabilities:
Current liabilities:
Short-term debt
Short-term debt
Short-term debt$128.4
 $130.3
Accounts payable146.1
 109.8
Accrued compensation and benefits143.0
 97.5
Deferred revenue272.4
 246.5
Accrued warranty expense18.3
 17.2
Income taxes payable
Other current liabilities101.0
 86.9
Liabilities held for sale
Total current liabilities809.2
 688.2
Long-term debt785.5
 489.6
Non-current deferred revenue41.0
 37.7
Deferred revenue, non-current
Deferred income tax liabilities40.4
 38.8
Income taxes payable94.1
 —
Operating lease liabilities
Operating lease liabilities
Operating lease liabilities
Other non-current liabilities162.0
 113.8
Total liabilities1,932.2
 1,368.1
Commitments and contingencies (Note 8)
 
Commitments and contingencies (Note 10)Commitments and contingencies (Note 10)
Stockholders’ equity:   
Preferred stock, $0.001 par value; 3.0 shares authorized; none issued and outstanding—
 —
Common stock, $0.001 par value; 360.0 shares authorized; 248.9 and 251.3 shares issued and outstanding at the end of fiscal 2017 and 2016, respectively0.2
 0.3
Preferred stock, $0.001 par value; 3.0 shares authorized; none issued and outstanding
Preferred stock, $0.001 par value; 3.0 shares authorized; none issued and outstanding
Common stock, $0.001 par value; 360.0 shares authorized; 246.5 and 246.9 shares issued and outstanding at the end of 2023 and 2022
Additional paid-in-capital1,461.1
 1,348.3
Retained earnings1,035.9
 1,177.1
Accumulated other comprehensive loss(131.2) (219.9)
Total Trimble Inc. stockholders’ equity2,366.0
 2,305.8
Noncontrolling interests—
 (0.1)
Total stockholders' equity2,366.0
 2,305.7
Total liabilities and stockholders’ equity$4,298.2
 $3,673.8
Total stockholders' equity
Total stockholders' equity
Total liabilities and stockholders' equity
See accompanying Notes to the Consolidated Financial Statements.

44
Table of Contents

Index to Financial Statements
TRIMBLE INC.
CONSOLIDATED STATEMENTS OF INCOME

Fiscal Years2017 2016 2015
(In millions, except per share data)     
(In millions, except per share amounts)(In millions, except per share amounts)202320222021
Revenue:     
Product$1,763.8
 $1,562.0
 $1,533.5
Service461.6
 430.2
 419.9
Subscription428.8
 370.0
 337.0
Total revenues2,654.2
 2,362.2
 2,290.4
Product
Product
Subscription and services
Total revenue
Cost of sales:     
Product866.5
 760.8
 731.1
Service196.3
 169.9
 164.2
Subscription113.0
 104.9
 100.3
Product
Product
Subscription and services
Amortization of purchased intangible assets85.8
 88.6
 92.6
Total cost of sales1,261.6
 1,124.2
 1,088.2
Gross margin1,392.6
 1,238.0
 1,202.2
Operating expense     
Operating expense:
Research and development
Research and development
Research and development370.2
 349.6
 336.7
Sales and marketing404.2
 377.6
 374.6
General and administrative302.3
 256.0
 255.3
Restructuring charges6.9
 11.6
 11.4
Restructuring
Amortization of purchased intangible assets63.0
 62.2
 69.8
Total operating expense1,146.6
 1,057.0
 1,047.8
Operating income246.0
 181.0
 154.4
Non-operating income (expense), net     
Non-operating income (expense), net:
Divestitures gain, net
Divestitures gain, net
Divestitures gain, net
Interest expense, net(25.0) (25.9) (25.6)
Foreign currency transaction gain (loss), net3.3
 (1.9) 0.2
Income from equity method investments, net29.5
 17.6
 17.9
Other income, net5.3
 5.9
 4.9
Income from equity method investments, net
Income from equity method investments, net
Other income (expense), net
Total non-operating income (expense), net13.1
 (4.3) (2.6)
Income before taxes259.1
 176.7
 151.8
Income tax provision137.9
 44.5
 31.1
Net income121.2
 132.2
 120.7
Net gain (loss) attributable to noncontrolling interests0.1
 (0.2) (0.4)
Net income attributable to noncontrolling interestsNet income attributable to noncontrolling interests— — 0.1
Net income attributable to Trimble Inc.$121.1
 $132.4
 $121.1
Net income attributable to Trimble Inc.$311.3 $$449.7 492.7492.7
Basic earnings per share$0.48
 $0.53
 $0.47
Shares used in calculating basic earnings per share252.1
 250.5
 255.8
Diluted earnings per share$0.47
 $0.52
 $0.47
Shares used in calculating diluted earnings per share256.7
 253.9
 258.5
Earnings per share:
Basic
Basic
Basic
Diluted
Shares used in calculating earnings per share:
Basic
Basic
Basic
Diluted
See accompanying Notes to the Consolidated Financial Statements.

45
Table of Contents

Index to Financial Statements
TRIMBLE INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Fiscal Years2017 2016 2015
(In millions)     
Net income$121.2
 $132.2
 $120.7
Foreign currency translation adjustments, net of tax $3.7 in 2017, $(0.2) in 2016, and $(4.3) in 201589.2
 (53.4) (90.2)
Net unrealized loss on short-term investments(0.2) —
 —
Net unrealized actuarial gain (loss), net of tax(0.3) 0.3
 0.1
Comprehensive income209.9
 79.1
 30.6
Comprehensive gain (loss) attributable to noncontrolling interests0.1
 (0.2) (0.4)
Comprehensive income attributable to Trimble Inc.$209.8
 $79.3
 $31.0
 202320222021
(In millions)  
Net income$311.3 $449.7 $492.8 
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments86.4 (81.6)(64.0)
Net change related to derivatives and other(3.6)8.4 0.8 
Comprehensive income394.1 376.5 429.6 
Comprehensive income attributable to noncontrolling interests— — 0.1 
Comprehensive income attributable to Trimble Inc.$394.1 $376.5 $429.5 
See accompanying Notes to the Consolidated Financial Statements.

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TRIMBLE INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Common stock 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Total
Stockholders’
Equity
 
Noncontrolling
Interest
 Total Common stockRetained
Earnings		Accumulated
Other
Comprehensive
Loss		Total
Stockholders’
Equity		Noncontrolling
Interest		Total
Shares Amount Additional Paid-In Capital 
(In millions)               
Balance at the end of fiscal 2014259.2
 $0.3
 $1,207.0
 $1,211.0
 $(76.7) $2,341.6
 $11.8
 $2,353.4
(In millions)
(In millions)   
Balance at the end of 2020
Net income      121.1
   121.1
 (0.4) 120.7
Other comprehensive loss        (90.1) (90.1) 

 (90.1)
Comprehensive income          31.0
   30.6
Issuance of common stock under employee plans, net of tax withholdings2.7
 —
 33.3
 (3.6)   29.7
   29.7
Stock repurchases(11.2) —
 (54.1) (180.3)   (234.4)   (234.4)
Stock-based compensation    50.9
     50.9
   50.9
Noncontrolling interest investments    —
     —
 (10.5) (10.5)
Tax benefit from stock option exercises    0.9
     0.9
   0.9
Balance at the end of fiscal 2015250.7
 $0.3
 $1,238.0
 $1,148.2
 $(166.8) $2,219.7
 $0.9
 $2,220.6
Balance at the end of 2021
Net income      132.4
   132.4
 (0.2) 132.2
Other comprehensive loss        (53.1) (53.1)   (53.1)
Comprehensive income          79.3
   79.1
Issuance of common stock under employee plans, net of tax withholdings5.5
 —
 76.7
 (8.8)   67.9
   67.9
Stock repurchases(4.9) —
 (24.8) (94.7)   (119.5)   (119.5)
Stock-based compensation    53.2
     53.2
   53.2
Noncontrolling interest investments    0.8
     0.8
 (0.8) —
Tax benefit from stock option exercises    4.4
     4.4
   4.4
Balance at the end of fiscal 2016251.3
 $0.3
 $1,348.3
 $1,177.1
 $(219.9) $2,305.8
 $(0.1) $2,305.7
Balance at the end of 2022
Net income      121.1
   121.1
 0.1
 121.2
Other comprehensive income        88.7
 88.7
   88.7
Comprehensive income          209.8
 
 209.9
Issuance of common stock under employee plans, net of tax withholdings5.0
 —
 90.0
 (16.7)   73.3
   73.3
Stock repurchases(7.4) (0.1) (42.2) (246.0)   (288.3)   (288.3)
Stock-based compensation    65.0
     65.0
   65.0
Noncontrolling interest investments          —
 —
 —
Tax benefit from stock option exercises    —
 0.4
   0.4
   0.4
Balance at the end of fiscal 2017248.9
 $0.2
 $1,461.1
 $1,035.9
 $(131.2) $2,366.0
 $—
 $2,366.0
Balance at the end of 2023
See accompanying Notes to the Consolidated Financial Statements.

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TRIMBLE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)202320222021
Cash flow from operating activities:
Net income$311.3 $449.7 $492.8 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense38.3 40.2 41.3 
Amortization expense212.3 131.6 138.6 
Deferred income taxes(104.6)(40.0)(26.9)
Stock-based compensation145.4 120.4 122.6 
Divestitures gain, net(9.2)(99.0)(43.9)
Other, net11.6 41.7 19.2 
(Increase) decrease in assets:
Accounts receivable, net(36.4)(55.4)(9.0)
Inventories67.6 (113.5)(72.9)
Other current and non-current assets(67.2)(46.3)(30.2)
Increase (decrease) in liabilities:
Accounts payable(12.4)(24.8)60.3 
Accrued compensation and benefits20.8 (54.2)54.1 
Deferred revenue26.0 108.6 27.4 
Income taxes payable(4.0)(38.3)(2.9)
Other current and non-current liabilities(2.4)(29.5)(20.0)
Net cash provided by operating activities597.1 391.2 750.5 
Cash flow from investing activities:
Acquisitions of businesses, net of cash acquired(2,088.9)(373.5)(236.1)
Purchases of property and equipment(42.0)(43.2)(46.1)
Net proceeds from divestitures17.0 215.4 67.3 
Other, net45.8 (25.0)11.4 
Net cash used in investing activities(2,068.1)(226.3)(203.5)
Cash flow from financing activities:
Issuance of common stock, net of tax withholdings6.7 (13.6)(15.1)
Repurchases of common stock(100.0)(394.7)(180.0)
Proceeds from debt and revolving credit lines3,847.1 814.8 198.9 
Payments on debt and revolving credit lines(2,292.9)(590.2)(449.9)
Other, net(29.4)(15.3)(1.6)
Net cash provided by (used in) financing activities1,431.5 (199.0)(447.7)
Effect of exchange rate changes on cash and cash equivalents7.4 (20.6)(11.3)
Net (decrease) increase in cash and cash equivalents(32.1)(54.7)88.0 
Cash and cash equivalents - beginning of period271.0 325.7 237.7 
Cash and cash equivalents - end of period (1)
$238.9 $271.0 $325.7 
Supplemental cash flow disclosure:
Cash paid for income taxes, net$168.0 $197.3 $98.3 
Cash paid for interest$133.7 $73.1 $61.8 
Fiscal Years2017 2016 2015
(In millions)     
Cash flows from operating activities:     
Net income$121.2
 $132.2
 $120.7
Adjustments to reconcile net income to net cash provided by operating activities:     
         Depreciation expense34.6
 37.0
 36.7
         Amortization expense148.8
 150.8
 162.4
         Provision for doubtful accounts1.2
 3.0
 1.9
         Deferred income taxes1.4
 0.4
 0.9
         Stock-based compensation64.8
 52.6
 50.1
         Income from equity method investments(29.5) (17.6) (17.9)
         Divestitures gain, net(6.4) (3.5) (3.9)
         Provision for excess and obsolete inventories5.5
 15.8
 12.3
         Other non-cash items5.2
 3.3
 10.0
Add decrease (increase) in assets:     
Accounts receivable(41.6) 1.2
 0.3
Other receivables3.6
 1.4
 8.5
Inventories(38.7) 24.0
 (2.9)
Other current and non-current assets(19.1) (1.2) (7.6)
Add increase (decrease) in liabilities:     
Accounts payable25.9
 10.9
 (6.4)
Accrued compensation and benefits33.7
 0.6
 (0.1)
Deferred revenue16.4
 26.1
 28.1
Accrued warranty expense0.6
 (1.1) (2.0)
Income taxes payable88.2
 (16.1) (30.4)
Accrued liabilities(3.9) (6.2) (3.7)
Net cash provided by operating activities411.9
 413.6
 357.0
Cash flows from investing activities:     
Acquisitions of businesses, net of cash acquired(293.1) (38.8) (156.3)
Acquisitions of property and equipment(43.7) (26.0) (43.9)
Purchases of equity method investments—
 (1.5) (5.5)
Purchases of short-term investments(288.0) (113.3) —
Proceeds from maturities of short-term investments122.1
 2.4
 —
Proceeds from sales of short-term investments97.7
 —
 —
Net proceeds from sales of businesses20.1
 14.4
 12.1
Dividends received from equity method investments18.1
 17.6
 20.0
Other0.8
 0.8
 1.2
Net cash used in investing activities(366.0) (144.4) (172.4)
Cash flows from financing activities:     
       Issuance of common stock, net of tax withholdings73.8
 67.5
 29.7
Repurchases of common stock(285.3) (119.5) (234.4)
Proceeds from debt and revolving credit lines786.0
 355.0
 555.0
Payments on debt and revolving credit lines(495.4) (465.3) (555.2)
Net cash provided by (used in) financing activities79.1
 (162.3) (204.9)
Effect of exchange rate changes on cash and cash equivalents17.4
 (6.8) (11.7)
Net increase (decrease) in cash and cash equivalents142.4
 100.1
 (32.0)
Cash and cash equivalents, beginning of fiscal year216.1
 116.0
 148.0
Cash and cash equivalents, end of fiscal year$358.5
 $216.1
 $116.0

(1) Includes $9.1 million of cash and cash equivalents classified as held for sale as of December 29, 2023.
See accompanying Notes to the Consolidated Financial Statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES
The Company began operations in 1978 and was originallyTrimble Inc., (“we” or “our” or “us”) is incorporated in California as Trimble Navigation Limited in 1981. On October 1, 2016, Trimble Navigation Limited changed its name to Trimble Inc. ("Trimble" or the "Company") and changed its state of incorporation from the State of California to the State of Delaware. Other than the change in corporate domicile, the reincorporation did not result in any change in the business, physical location, management, assets, liabilities or total stockholders' equity of the Company, nor did it result in any change in location of the Company's employees, including the Company's management.Delaware since October 2016.
Trimble isWe are a leading provider of technology solutions that enable professionals and field mobile workers to improve or transform their work processes. Trimble's solutions are used across a range of industries including agriculture, architecture, civil engineering, surveyWe focus on transforming the way the world works by delivering products and land administration, construction, geospatial, government, natural resources, transportation, and utilities. Representative Trimble customers include engineering and construction firms, contractors, surveying companies, farmers and agricultural companies, transportation and logistics companies, energy, utility companies, and state, federal and municipal governments.
Trimble focuses on integrating broad technological and application capabilities to create system-level solutions that transform how work is done within the industries the Company serves. Products are sold based on return on investment and provide benefits such as lower operational costs, higher productivity, improved quality, enhanced safety and regulatory compliance, and reduced environmental impact. Representative products include equipment that automates large industrial equipment such as tractors and bulldozers; integrated systems that track fleets of vehicles and workers and provide real-time information and powerful analytics to the back-office; data collection systems that enable the management of large amounts of geo-referenced information; software solutionsservices that connect all aspectsthe physical and digital worlds. We generate revenue primarily through the sale of a construction site or a farm;our hardware, software, maintenance and building information modeling ("BIM") software that is used throughout the design, build,support, professional services, and operation of buildings.subscriptions.
NOTE 2: ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are used for allowances for doubtful accounts, sales returns reserve, allowances for inventory valuation, warranty costs, investments, goodwill impairment, intangibles impairment, purchased intangibles, stock-based compensation, and income taxes among others. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact the company in the future, actual results may differ materially from management’s estimates.
Basis of Presentation
The Company has a 52-53 week fiscal year, ending on the Friday nearest to December 31. Fiscal 2017, 2016 and 2015 were all 52-week years, and ended on December 29, 2017, December 30, 2016 and January 1, 2016, respectively. Unless otherwise stated, all dates refer to the Company’s fiscal year.
These consolidated financial statementsConsolidated Financial Statements include theour results of the Company and itsour consolidated subsidiaries. Inter-companyIntercompany accounts and transactions have been eliminated. Noncontrolling interests represent the noncontrolling stockholders’ proportionate share of the net assets and results of operations of the Company’sour consolidated subsidiaries.
We use a 52–53 week fiscal year ending on the Friday nearest to December 31. Fiscal 2023, 2022, and 2021 were all 52-week years ending on December 29, 2023, December 30, 2022, and December 31, 2021. Unless otherwise stated, all dates refer to our fiscal year and fiscal periods.
Use of Estimates
The Company haspreparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates and assumptions are used for (i) revenue recognition, including determining the nature and timing of satisfaction of performance obligations and determining standalone selling price (“SSP”) of performance obligations; (ii) inventory valuation; (iii) valuation of long-lived assets and their estimated useful lives; (iv) goodwill and other long-lived asset impairment analyses; (v) stock-based compensation; and (vi) income taxes. We base our estimates on historical experience and various other assumptions we believe to be reasonable. Actual results that we experience may differ materially from our estimates.
Change in Presentation
During the first quarter of 2023, we changed the presentation of revenue and cost of sales in the Consolidated Statements of Income. This change was made to better reflect our Connect and Scale strategy and business model evolution with a continued shift toward a more significant mix of recurring revenues, which includes subscription, maintenance and support, and term licenses. As such, we revised our presentation, including (i) the combination of subscription and services into one line item, and (ii) moving term licenses from product to subscription and services. The subscription and services line item is more aligned with our performance measures, how we manage our business, and is helpful to investors and others to better understand our results.
Previously, we presented revenue and cost of sales separately for products, serviceon three lines as follows:
•product, which included hardware and subscriptions. Product revenue includes hardware, software licenses parts(both perpetual and accessories; term licenses);
•service, revenue includeswhich included hardware and software maintenance and support forand professional services;
•subscription, which included SaaS, data, and hosting services.
The revised categories are as follows:
•product, which includes hardware and perpetual software licenses;
•subscription and services, which includes SaaS, data, and hosting services, as well as term licenses, hardware and software products, trainingmaintenance and support, and professional services; subscription revenue includes software as a service ("SaaS").services.
Certain immaterialPrior period amounts from prior periods have been reclassifiedrevised to conform to the current period presentation. This change in presentation including certain line items withindid not affect the total revenue or total cost of sales. The effect of the change on the Consolidated Statements of Cash Flows, dueIncome for 2022 and 2021 was as follows:
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Index to the adoption of accounting for certain aspects of the share-based payments awards, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements.Financial Statements
20222021
(In millions)
As Previously ReportedEffect of Change in PresentationAs Reported HereinAs Previously ReportedEffect of Change in PresentationAs Reported Herein
Revenue:
Product$2,152.0 $(165.9)$1,986.1 $2,247.5 $(112.3)$2,135.2 
Subscription and services— 1,690.2 1,690.2 — 1,523.9 1,523.9 
Service641.3 (641.3)— 649.4 (649.4)— 
Subscription883.0 (883.0)— 762.2 (762.2)— 
Total revenue$3,676.3 $— $3,676.3 $3,659.1 $— $3,659.1 
Cost of sales:
Product$1,046.1 $(5.3)$1,040.8 $1,090.1 $(3.7)$1,086.4 
Subscription and services— 444.9 444.9 — 450.3 450.3 
Service235.7 (235.7)— 229.9 (229.9)— 
Subscription203.9 (203.9)— 216.7 (216.7)— 
Amortization of purchased intangible assets85.0 — 85.0 87.7 — 87.7 
Total cost of sales$1,570.7 $— $1,570.7 $1,624.4 $— $1,624.4 
Reportable Segments
In March 2017, the Company effected a change in its financial reporting segments to better reflect the Company’s customer base and end markets. Over time, the Company has experienced growth both organically and through strategic business acquisitions, resulting in an increasingly diversified business model. As a result of the Company’s evolution, Trimble’s chief operating decision

maker (its Chief Executive Officer) changed the information he regularly reviews to allocate resources and assess performance. Beginning with the first quarter of fiscal 2017, the Company is reporting itsWe report our financial performance, including revenuesrevenue and operating income, based on four new reportable segments: Buildings and Infrastructure, Geospatial, Resources and Utilities, and Transportation. Comparative period financial information by
Our Chief Executive Officer, who is our CODM, views and evaluates operations based on the results of our reportable segment has been recastoperating segments under our management reporting system. These results are not necessarily in conformance with U.S. GAAP.
Revenue Recognition
Significant Judgments
Revenue is recognized upon transfer of control of promised products or services to conform withcustomers in an amount that reflects the current presentation. See Note 6consideration we expect to receive in exchange for those products or services.  Revenue is recognized net of allowance for returns and any taxes collected from customers. We enter into contracts that may include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations; however, determining whether products or services are considered distinct performance obligations that should be accounted for separately versus together may sometimes require significant judgment.
Judgment is required to determine SSP for each performance obligation.  We use a range of amounts to estimate SSP when products and services are sold separately and determine whether there is a discount to be allocated based on the relative SSP of the Notesvarious products and services.  In instances where SSP is not directly observable, we estimate SSP considering multiple factors including but not limited to, consolidated financial statements for further information.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.
Foreign Currency TranslationNature of Goods and Services
AssetsWe generate revenue primarily from products and liabilitiesservices and subscriptions; each of non-U.S. subsidiaries that operate in local currencieswhich is a distinct performance obligation. Descriptions are translated to U.S. dollars at exchange rates in effect atas follows:
Product
Product revenue includes hardware and perpetual software licenses.
Hardware is recognized when the balance sheet date, with the resulting translation adjustments, net of tax, recorded in Accumulated other comprehensive loss within the stockholders’ equity sectioncontrol of the Consolidated Balance Sheets. Incomeproduct transfers to the customer, which is generally when the product is shipped.  We recognize shipping fees reimbursed by customers as revenue and the cost for shipping as an expense accountsin Cost of sales when control over products has transferred to the customer.
Software including perpetual licenses is recognized upon delivery and commencement of the license term.  In general, our contracts do not provide for customer specific acceptances.
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Index to Financial Statements
Subscription and Services
Subscription and services revenue includes SaaS and hosting services, term licenses, hardware and software maintenance, and support and professional services.
SaaS may be sold with devices used to collect, generate, and transmit data.  SaaS is distinct from the related devices. SaaS is provided on either a subscription or a consumption basis.In addition, we may host the software that the customer has separately licensed. Hosting services are translated at average monthly exchange rates duringdistinct from the year.
Derivative Financial Instruments
The Company enters into foreign exchange forward contracts to minimize the short-term impact of foreign currency fluctuations on cash, certain trade and inter-company receivables and payables, primarily denominated in Euro, British pound, New Zealand dollars and Canadian dollars. These contracts reduce the exposure to fluctuations in exchange rate movements as the gains and losses associated with foreign currency balances are generally offset with the gains and losses on the forward contracts. These instruments are marked to market through earnings every period andunderlying software. Subscription terms generally range from onemonth-to-month to two months in original maturity. The Company occasionally enters into foreign exchange forward contractsone to hedgethree years.  Subscription revenue is recognized monthly over the purchase price of some of its larger business acquisitions. The Company does not enter into foreign exchange forward contracts for trading purposes. Assubscription term, commencing from activation. Revenue related to SaaS on a consumption basis is recognized when the customer utilizes the service based on the quantity of the fiscal years ended 2017 and 2016, there were no derivative financial instruments outstanding that were accounted for as hedges.services consumed.
Cash, Cash Equivalents and Short-Term Investments
The Company's cash equivalents and short-term investments consisted primarily of treasury bills, debt securities and commercial paper, interest and non-interest bearing bank depositsTerm license subscriptions contain an on-premise term license component as well as bankmaintenance and support. Term licenses are distinct and recognized upon transfer and commencement of the subscription license term. Maintenance and support are recognized ratably over the subscription term. The subscription term generally ranges from one to three years.
Hardware maintenance and support, commonly called extended warranty, entitles the customer to receive replacement parts and repair services.  Extended warranty is separately priced and is recognized on a straight-line basis over the extended service period, which begins after the standard warranty period, ranging from one to two years depending on the product line.
Software maintenance and support entitles the customer to receive software product upgrades and enhancements on a when and if available basis and technical support. Software maintenance is recognized on a straight-line basis commencing upon product delivery over the post-contract support term, which ranges from one to three years, with one year being most common.
Professional services include installation, training, configuration, project management, system integrations, customization, data migration/conversion, and other implementation services. The majority of professional services are not complex, can be provided by other vendors, and are readily available and billed on a time-and-material basis. Revenue for distinct professional services is recognized over time, deposits. The Company classifies all investments that are considered readily convertible to known amounts of cash and have stated maturities of three months or less from the date of purchase as cash equivalents and those with stated maturities of greater than three months as short-term investments based on the nature of the investmentswork performed.
Accounts Receivable, Net
Accounts receivable, net, includes billed and their availability for use in current operations. The Company has classified and accounted for such investments in cash equivalents and short-term investments as available-for-sale securities. The carrying amount of cash and cash equivalents approximates fair value because of the short maturity of those instruments.
The Company determines the appropriate classification of its short-term investments at the time of purchase and reevaluates such designation at each balance sheet date. These investments are carried at fair value, and any unrealized gains and losses, net of taxes, are reported in Accumulated other comprehensive loss, except for unrealized losses determined to be other-than-temporary, which would be recorded within Other income, net. The Company has not recorded any such impairment charge in the fiscal year 2017. Realized gains or losses on the sale of marketable securities are determined on a specific identification method, and such gains and losses are recorded as a component of Other income, net.
Concentrations of Risk
The Company is subject to concentrations of credit risk primarilyunbilled amounts due from cash and cash equivalents, short-term investments and accounts receivable. The Company's cash equivalents and short-term investments consisted primarily of treasury bills, debt securities and commercial paper, interest and non-interest bearing bank deposits as well as bank time deposits. The main objective of these instruments is safety of principal and liquidity while maximizing return, without significantly increasing risk. Deposits held with banks may exceedcustomers. Unbilled receivables include revenue recognized that exceeds the amount billed to the customer, provided the billing is not contingent upon future performance, and we have the unconditional right to future payment with only the passage of insurance provided on such deposits. Generally, these deposits may be redeemed upon demandtime required. Both billed and unbilled amounts due are maintained with financial institutions of reputable credit and therefore bear minimal credit risk.stated at their net estimated realizable value.
The Company's investment policy requires the portfolio to include only securities with high credit quality and a weighted average maturity not to exceed six months, with the main objective of preserving capital and maintaining liquidity. The Company maintains an investment portfolio of various holdings, types, and maturities.
The Company is also exposed to credit risk in the Company’s trade receivables, which are derived from sales to end-user customers in diversified industries as well as various resellers. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary but generally does not require collateral.
With Flex Ltd. as an exclusive manufacturing partner for many of its products, the Company is dependent upon a sole supplier for the manufacture of these products. In addition, the Company relies on sole suppliers for a number of its critical components.

Allowance for Doubtful Accounts
The Company maintainsWe maintain an allowance for doubtful accountscredit losses to provide for the estimated losses resulting fromamount of receivables that will not be collected. Each reporting period, we evaluate the inabilitycollectability of its customers to make required payments. The allowance for doubtful accounts was $3.6 million and $5.0 million at the end of fiscal 2017 and 2016, respectively. The sales return reserve was $4.2 million and $3.6 million at the end of fiscal 2017 and 2016, respectively.
The Company evaluates the ongoing collectibility of itsour trade accounts receivable based on a number of factors, such as age of the accounts receivable balances, credit quality, historical experience, and current and future economic conditions that may affect a customer’s ability to pay. In circumstances whereAt the Company is awareend of a specific customer’s inability to meet its financial obligations to2023 and 2022, the Company, a specific allowanceallowances for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount that the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s recent past loss history and an overall assessment of past due trade accounts receivable amounts outstanding.credit losses were immaterial.
Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost. Adjustments are also made to reduce the cost of inventory for estimated excess or obsolete balances. Factors influencing these adjustments include declines in demand whichthat impact inventory purchasing forecasts, technological changes, product life cyclelifecycle and development plans, component cost trends, product pricing, physical deterioration, and quality issues. If the Company's estimatesour estimate used to reserve for excess and obsolete inventory are differentdiffers from what itis expected, the Companywe may be required to recognize additional reserves, which would negatively impact itsour gross margin.
Property and Equipment, Net
Property and equipment net is stated at cost less accumulated depreciation. Depreciation of property and equipment is computedare depreciated using the straight-line method over the shorter of the estimated useful lives or the lease terms when applicable. Useful lives generally include a range from four to six years for machinery and equipment, five to seventen years for furniture and fixtures, two to five years for computer equipment and software, thirty-nine years for buildings, and the life of the lease for leasehold improvements. The Company capitalizesWe capitalize eligible costs to acquire or develop certain internal-use software that are incurred subsequent to the preliminary project stage. Capitalized costs related to internal-use software are amortizedand amortize those assets using the straight-line method over the estimated useful lives of the assets, which range generally from two to five years. The costs
Leases
We determine if an arrangement is a lease at inception. Operating leases with lease terms greater than one year are included in Operating lease right-of-use (“ROU”) assets, Other current liabilities, and Operating lease liabilities in our Consolidated Balance Sheets.
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Table of repairsContents
Index to Financial Statements
ROU assets represent our right to use an underlying asset for the lease term, and maintenancelease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are expensed when incurred, while expenditures for refurbishments and improvements that significantly add torecognized at commencement date based on the productive capacity or extend the useful lifepresent value of an asset are capitalized. Depreciation expense was $34.6 million in fiscal 2017, $37.0 million in fiscal 2016 and $36.7 million in fiscal 2015.
Lease Obligations
The Company enters into lease arrangements for office space, facilities, and equipment under non-cancelable capital and operating leases. Certain of the operating lease agreements contain rent holidays, rent escalation provisions, and purchase options. Rent holidays and rent escalation provisions are considered in determining the straight-line rent expense to be recordedpayments over the lease term. The lease term beginsPresent value is determined by using our incremental borrowing rate based on the dateestimated rate of initial possessioninterest for collateralized borrowings over a similar term of the leased propertylease payments at the commencement date. The operating lease ROU assets include adjustments made for purposes of recognizinguneven rents, lease incentives, and lease impairments. Lease expense for lease payments is recognized on a straight-line basis over the termlease term.
Lease agreements that include both lease and non-lease components are accounted for as part of the lease. The Company does not assume renewals in its determination of theoverall lease term unless the renewals are deemed to be reasonably assured at lease inception.arrangement.
Business Combinations
The Company allocatesWe allocate the fair value of purchase consideration to the assets acquired, liabilities assumed, and non-controlling interests in the acquireeany noncontrolling interest based on their fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair value of these assets acquired, liabilities assumed and non-controlling interests in the acquiree is recorded as goodwill.
When determining the fair values, of assets acquired, liabilities assumed, and non-controlling interests in the acquiree, management makeswe make significant estimates and assumptions, especially with respect toconcerning intangible assets. Critical estimates inwhen valuing intangible assets include but are not limited to, expected future cash flows which includesbased on consideration of futurerevenue and revenue growth rates and margins, customer attrition rates, future changes in technology and brand awareness, loyalty and position, and discount rates. Fair value estimates are based onAny purchase consideration in excess of the assumptions management believes a market participant would use in pricingfair values of the asset or liability. net assets acquired is recorded as goodwill.
Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available.

Acquisition costs are expensed as incurred.
Goodwill
We evaluate goodwill on an annual basis or more frequently if indicators of potential impairment exist. To determine whether goodwill is impaired, we first assess qualitative factors. Qualitative factors include but are not limited to macroeconomic conditions, industry and Purchased Intangible Assets
Goodwill represents the excess of the purchase consideration overmarket considerations, cost factors, overall financial performance, or other relevant company-specific events. If it is determined more likely than not that the fair value of a goodwill reporting unit is less than its carrying amount, we perform a quantitative analysis. Alternatively, we may bypass the net tangiblequalitative assessment and identifiable intangible assets acquired inperform a business combination. quantitative impairment test.
When performing a quantitative approach, we compare the reporting unit’s carrying amount, including goodwill, to the reporting unit's fair value. The estimation of a reporting unit's fair value involves using estimates and assumptions, including expected future operating performance using risk-adjusted discount rates. If the reporting unit's carrying amount exceeds its fair value, an impairment loss is recognized.
Intangible Assets
Intangible assets acquired individually, with a group of other assets, or in a business combination are recorded at fair value. IdentifiableOur intangible assets are comprised of distribution channels and distribution rights, patents, licenses, technology, acquired backlog, trademarks and in-process research and development. Identifiable intangible assets are being amortized over the period of estimated benefit using the straight-line method reflecting the pattern of economic benefits associated with these assets, and have estimated useful lives ranging from four years to eight years with a weighted average useful life of 6.1 years. Goodwill is not subject to amortization, but is subject to at least an annual assessment for impairment, applying a fair-value based test.
Impairment of Goodwill, Intangible Assets and Other Long-Lived Assets
The Company evaluates goodwill, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. The Company performs its annual goodwill impairment testing in the fourth fiscal quarter of each year based on the values on the first day of that quarter. For the Company's annual goodwill impairment test in the fourth quarter of fiscal 2017, goodwill was reviewed for impairment utilizing a quantitative two-step process.  In the first step of this test, goodwill is tested for impairment at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair values of the reporting units are estimated using a discounted cash flow approach. If the carrying amount of the reporting unit exceeds its fair value, a second step is performed to measure the amount of impairment loss, if any. In step two, the implied fair value of goodwill is calculated as the excess of the fair value of a reporting unit over the fair values assigned to its assets and liabilities. If the implied fair value of goodwill is less than the carrying value of the reporting unit’s goodwill, the difference is recognized as an impairment loss. When the Company performs a quantitative assessment of goodwill impairment, the determination of fair value of a reporting unit involves the use of significant estimates and assumptions. The discounted cash flows are based upon, among other things, assumptions about expected future operating performance using risk-adjusted discount rates. Actual future results may differ from those estimates. As of the first day of the fourth quarter of fiscal 2017, the fair value for our reporting units ranged from 311% to approximately 903% of carrying amounts, therefore goodwill was not impaired and no further testing was required.
Depreciation and amortization of the Company’s intangible assets and other long-lived assets is provided using the straight-line method over their estimated useful lives, reflecting the pattern of economic benefits associated with these assets. Changes in circumstances such as technological advances, changeswhich range from three to the Company’s business model, or changes in the capital strategy could result in the actual useful lives differing from initial estimates. In cases where the Company determines that theten years and have a weighted-average useful life of an asset should be revised, the Company will depreciate the net book value in excess of the estimated residual value over its revised remaining useful life. Theseapproximately seven years. We write off fully amortized intangible assets when those assets are evaluatedno longer used.
We review intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of suchthose assets may not be recoverable.recoverable based on their future cash flows. The estimated future cash flows are primarily based upon among other things, assumptions about expected future operating performanceperformance.
Foreign Currency Translation
Assets and these estimates may differliabilities recorded in foreign currency are translated to U.S. dollars at the exchange rates on the balance sheet date. Revenue and expense are translated at average monthly exchange rates during the year. Translation adjustments resulting from actual future cash flows. The assets evaluated for impairmentthis process are grouped withrecorded to other assets tocomprehensive income.
Stock-Based Compensation
Stock-based compensation expense is based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying measurement date fair value of the assets, awards, net of expected forfeitures. Expense is generally recognized on a straight-line basis over the assets will be written down torequisite service period of the estimated fair value.
Warranty
stock awards. The Company accrues for warranty costs as partestimate of its cost of salesthe forfeiture rate is based on associated material product costs, technical support labor costs, and costs incurred by third parties performing work on the Company’s behalf. The Company’s 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 generally from one year to two years.
While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of component suppliers, its warranty obligation is affected by product failure rates, material usage, and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage, or service delivery costs differ from the estimates, revisions to the estimated warranty accrual and related costs may be required.
Changes in the Company’s product warranty liability during the fiscal years ended 2017 and 2016 are as follows:

Fiscal Years2017 2016
(In millions)   
Beginning balance$17.2
 $18.5
Acquired warranties0.5
 (0.2)
Accruals for warranties issued20.4
 18.3
Changes in estimates(0.8) 0.3
Warranty settlements (in cash or in kind)(19.0) (19.7)
Ending Balance$18.3
 $17.2
Guarantees, Including Indirect Guarantees of Indebtedness of Others
In the normal course of business to facilitate sales of its products, the Company indemnifies other parties, including customers, lessors, and parties to other transactions with the Company. For example, the Company has agreed to hold the other party harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made by certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, the Company has entered into indemnification agreements with its officers and directors, and the Company’s bylaws contain similar indemnification obligations to the Company’s agents.
It is not possible to determine the maximum potential exposure under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements have not been material and no liabilities have been recorded on the Consolidated Balance Sheets at the end of fiscal 2017 and 2016.
Revenue Recognition
The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectibility is reasonably assured. In instances where final acceptance of the product is specified by the customer or is uncertain, revenue is deferred until all acceptance criteria have been met.
Contracts and/or customer purchase orders are used to determine the existence of an arrangement. Shipping documents and customer acceptance, when applicable, are used to verify delivery. The Company assesses whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. The Company assesses collectibility based primarily on the creditworthiness of the customer as determined by credit checks and analyses, as well as the customer’s payment history.
Revenue for orders is not recognized until the product is shipped and title has transferred to the buyer. The Company bears all costs and risks of loss or damage to the goods up to that point. The Company’s shipment terms for U.S. orders and international orders fulfilled from the Company’s European distribution center typically provide that title passes to the buyer upon delivery of the goods to the carrier named by the buyer at the named place or point. If no precise point is indicated by the buyer, delivery is deemed to occur when the carrier takes the goods into its charge from the place determined by the Company. Other shipment terms may provide that title passes to the buyer upon delivery of the goods to the buyer. Shipping and handling costs are included in Cost of sales.
Revenue from sales to distributors and dealers is recognized upon shipment, assuming all other criteria for revenue recognition have been met. Distributors and dealers do not have a right of return.
Revenue from purchased extended warranty and post contract support ("PCS") agreements is deferred and recognized ratably over the term of the warranty or support period. Revenue from the Company's subscription services related to its hardware and software applications is recognized ratably over the term of the subscription service period beginning on the date that service is made available to the customer, assuming all revenue recognition criteria have been met.
The Company presents revenue net of sales taxes and any similar assessments.
The Company’s software arrangements generally consist of a perpetual license fee and PCS. The Company generally has established vendor-specific objective evidence ("VSOE") of fair value for the Company’s PCS contracts based on the renewal rate. The remaining value of the software arrangement is allocated to the license fee using the residual method. License revenue is primarily recognized when the software has been delivered and fair value has been established for all remaining undelivered elements. In

cases where VSOE of fair value for PCS is not established, revenue is recognized ratably over the PCS period after all software deliverables have been made and the only the undelivered element is PCS.
For services performed on a fixed-fee basis, revenue is recognized using the proportional performance method, with performance measured based on hours of work performed. For contracts that involve significant customization and implementation or consulting services that are essential to the functionality of the software, the license and services revenues are recognized using the percentage-of-completion method or, if we are unable to reliably estimate the costs to complete the services, we use the completed-contract method of accounting.  A contract is considered complete when all significant costs have been incurred or when acceptance from the customer has been received.
Some of the Company’s subscription product offerings include hardware, subscription services and extended warranty. Under these hosted arrangements, the customer typically does not have the contractual right to take possession of the software at any time during the hosting period without incurring a significant penalty and it is not feasible for the customer to run the software either on its own hardware or on a third-party’s hardware.
The Company’s multiple deliverable product offerings include hardware with embedded firmware, extended warranty, software, PCS and subscription services, which are considered separate units of accounting. For certain of the Company’s products, software and non-software components function together to deliver the tangible product’s essential functionality.
In evaluating the revenue recognition for the Company's hardware or subscription agreements which contain multiple deliverables, the Company determined that in certain instances the Company was not able to establish VSOE for some or all deliverables in an arrangement as the Company infrequently sold each element on a standalone basis, did not price products within a narrow range, or had a limited sales history. When VSOE cannot be established, the Company attempts to establish the selling price of each element based on relevant third-party evidence ("TPE"). TPE is determined based on competitor prices for similar deliverables when sold separately. The Company’s offerings may contain a significant level of proprietary technology, customization or differentiation such that the comparable pricing of products with similar functionality cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor products’ selling prices are on a stand-alone basis. Therefore, the Company typically is not able to establish the selling price of an element based on TPE.
When the Company is unable to establish selling price using VSOE or TPE, the Company uses its best estimate of selling price ("BESP") in the Company’s allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. BESP is generally used for offerings that are not typically sold on a stand-alone basis or for new or highly customized offerings. The Company determines BESP for a product or service by considering multiple factors including, but not limited to, pricing practices, market conditions, competitive landscape, internal costs, geographies and gross margin. The determination of BESP is made through consultation with and formal approval by the Company’s management, taking into consideration the Company’s go-to-market strategy.
Advertising and Promotional Costs
The Company expenses all advertising and promotional costs as incurred. Advertising and promotional expense was approximately $37.2 million, $37.2 million, and $32.3 million, in fiscal 2017, 2016 and 2015, respectively.experience.
Research and Development Costs
Research and development costs are charged to expenseexpensed as incurred. Cost ofDevelopment costs for software developed for external saleto be sold subsequent to reaching technical feasibility were not significant and were expensed as incurred. The Company received third party funding of approximately $18.1 million, $13.0 million, and $12.5 million in fiscal 2017, 2016 and 2015, respectively. The Company offsetsWe offset research and development expense with any unconditional third party funding earned. The Company retainsearned and retain the rights to any technology developed under such arrangements.
Stock-Based Compensation
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The Company has employee stock benefit plans, which are described more fully in "Note 13: Employee Stock Benefit Plans." Stock compensation expense recognized in the Consolidated Statements of Income is based on the fair value of the portion of share-based payment awards expectedIndex to vest during the period, net of estimated forfeitures. The Company attributes the fair value of stock options and restricted stock units ("RSUs") to expense using the straight-line method. The fair value for time-based and performance-based RSUs ("PSUs") is measured at the grant date using the fair value of Trimble’s common stock, with total expense for PSUs based upon the expected achievement of the underlying performance goals as adjusted in future periods for changes in expectations and actual achievement. The fair value for restricted stock units with market-based vesting conditions is measured at the grant date using a Monte Carlo simulation. The grant date fair value for options is estimated using the binomial valuation model. The fair value of rights to purchase shares under the Employee Stock Purchase Plan ("ESPP") is estimated using the Black-Financial Statements

Scholes option-pricing model. The Company estimates forfeitures at the date of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical and current information to estimate forfeitures.
Income Taxes
Income taxes are accounted for under the liability method, whereby deferred tax assets or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not such assets will not be realized. The Company’sOur valuation allowance is primarily attributable to foreign net operating losses and state research and development credit carryforwards. Management believes that it is more likely than not that the Company will not realize certain of these deferred tax assets, and, accordingly, a valuation allowance has been provided for such amounts. Valuation allowance adjustments associated with an acquisition after the measurement period are recorded through income tax expense.

Relative to uncertain tax positions, the Companywe only recognizesrecognize a tax benefit if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. The Company considersWe consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and may not accurately forecast actual tax audit outcomes. Determining whether an uncertain tax position is effectively settled requires judgment. Changes in recognition or measurement of the Company'sour uncertain tax positions would result in the recognition of a tax benefit or an additional charge to the tax provision. The Company’sOur practice is to recognize interest and/or penalties related to income tax matters in income tax expense.

The Company isWe are subject to income taxes in the U.S. and numerous other countries and isare subject to routine corporate income tax audits in many of these jurisdictions. The CompanyWe generally believesbelieve that positions taken on itsour tax returns are more likely than not to be sustained upon audit, but tax authorities in some circumstance have, and may in the future, successfully challenge these positions. Accordingly, the Company’sour income tax provision includes amounts intended to satisfy assessments that may result from these challenges. Determining the income tax provision for these potential assessments and recording the related effects requires management judgments and estimates. The amounts ultimately paid on resolution of an audit could be materially different from the amounts previously included in the Company’sour income tax provision and, therefore, could have a material impact on itsour income tax provision, net income, and cash flows. The Company’s accrual for uncertain tax positions includes uncertainties concerning
Concentrations of Risk
Cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the tax treatmentamount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit and therefore bear minimal credit risk.
We are also exposed to credit risk in our trade receivables, which are derived from sales to end-user customers in diversified industries as well as various resellers. We perform ongoing credit evaluations of our international operations, includingcustomers’ financial conditions and limit the allocationamount of income among different jurisdictions, intercompany transactions and related interest. See Note 11 of the Notes to consolidated financial statements for additional information.credit extended, when deemed necessary, but generally do not require collateral.
Computation of Earnings Per Share
TheIn addition, we rely on a limited number of shares used in the calculationsuppliers for a number of basic earnings per share represents the weighted average common shares outstanding during the period and excludes any potentially dilutive securities. The dilutive effectsour critical components.
Guarantees, Including Indirect Guarantees of outstanding stock options, shares to be purchased under the Company’s employee stock purchase plan and restricted stock units are included in diluted earnings per share.
Recent Accounting Pronouncements
Fiscal 2017 Adoption
InventoryIndebtedness of Others
In July 2015, the FASB issued amendments to simplify the measurement of inventory. Under the amendments, inventory will be measured at the “lower of cost or net realizable value” and options that existed for “market value” are eliminated. The guidance defines net realizable value as the “estimated selling prices in the ordinarynormal course of business less reasonably predictable coststo facilitate sales of completion, disposal,our products, we indemnify other parties, including customers, lessors, and transportation”. The Company adoptedparties to other transactions with us with respect to certain matters. We may agree to hold the amendments beginningother party harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In connection with divesting some of our businesses or assets, we may also indemnify purchasers for certain matters in the first quarternormal course of fiscal 2017. The adoption didbusiness, such as breaches of representations, covenants, or excluded liabilities. In addition, we entered into indemnification agreements with our officers and directors, and our bylaws contain similar indemnification obligations to our agents.
It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made under these agreements were not material, and no liabilities have a material impact on the Company's consolidated financial statements.

Derivatives and Hedging
In March 2016, the FASB issued amendments to its guidance on the accountingbeen recorded for derivatives and hedging. The new guidance clarifies the requirements for assessing whether contingent call or put options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. The Company adopted the amendments beginningthese obligations in the first quarter of fiscal 2017. The adoption did not have a material impact on the Company's consolidated financial statements.


Investments - Equity Method and Joint Ventures
In March 2016, the FASB issued new guidance related to equity investments and joint ventures. This standard eliminates the requirement that when an existing cost method investment qualifies for use of the equity method, an investor must restate its historical financial statements, as if the equity method had been used during all previous periods. Under the new guidance, at the point an investment qualifies for the equity method, any unrealized gain or loss in accumulated other comprehensive income is recognized through earnings. The Company adopted the amendments beginning in the first quarter of fiscal 2017. The adoption did not have a material impact on the Company's consolidated financial statements.

Compensation - Stock Compensation
In March 2016, the FASB issued new guidance that changes certain aspects of the accounting for share-based payments awards, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted the amendments beginning in the first quarter of fiscal 2017 and elected to apply the presentation requirements for cash flows related to excess tax benefits retrospectively to all periods presented which resulted in an increase to both net cash from operations and net cash used in financing of $6.5 million and $2.1 million for fiscal years ended 2016 and 2015 respectively. The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact to any of the periods presented on its Consolidated Statements of Cash Flows since such cash flows have historically been presented as a financing activity. Adoption of the new standard resulted in the recognition of excess tax benefits in the Company's provision for income taxes rather than paid-in capital of $8.9 million for fiscal year ended 2017.

Consolidation
In October 2016, the FASB issued amendments to its guidance on the accounting for related parties, which amends the consolidation guidance issued in February 2015 regarding the treatment of indirect interests held through related parties that are under common control. The Company adopted the amendments beginning in the first quarter of fiscal 2017. The adoption did not have a material impact on the Company's consolidated financial statements.
Fiscal 2018 Adoption
Revenue from Contracts with Customers
In May 2014, the FASB issued a comprehensive new revenue recognition standard that replaces the current revenue recognition guidance under U.S. GAAP. The new standard requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard may be applied either retrospectively to each prior period presented or with the cumulative effect recognized as of the date of initial application. The Company plans to adopt this accounting standard update in the first quarter of fiscal 2018 using the full retrospective adoption method. The Company does not anticipate that its internal control framework will materially change, but rather existing internal controls will be modified and augmented as necessary to implement the new revenue standard.
While the Company continues to assess all potential impacts of the standard, it is currently anticipated that the standard will not have a material impact on its Consolidated Statements of Income or Statements of Cash Flows. However, it does anticipate that the standard will have a material impact on the Consolidated Balance Sheets at the end of 2023 and 2022.
Derivative Financial Instruments
We enter into foreign exchange forward contracts to minimize the short-term impact of foreign currency fluctuations on cash and certain trade and intercompany receivables and payables, primarily denominated in Euro, Canadian Dollars, New Zealand Dollars, British Pound, and Brazilian Real. These contracts reduce the exposure to fluctuations in foreign currency exchange rate movements, as the gains and losses associated with foreign currency balances are generally offset with the primary impacts due to a reduction in deferred revenue for revenue streams that will be recognized sooner under the new standard, which is currently estimated at between $40.0 milliongains and $55.0 million, and capitalization of incremental costs to obtain customer contracts, which is currently estimated at between $30.0 million and $40.0 million.
Although it is expected that the annual revenue impactslosses on the Consolidated Statements of Income will be not be material,forward contracts. We occasionally enter into foreign currency contracts to minimize the timing of a portion of revenue may shift between periods due primarily to the accounting for software term licenses, custom professional service contracts, and non-standard terms and conditions. Under the new standard, software term license revenue will be recognized predominantly at the time of delivery rather than ratably over the contract period as is required under the current standard. Some custom professional service contracts are expected to be recognized over time rather than at contract completion. The majority of revenue, which is related to hardware, software perpetual licenses, SaaS, and other service and support offerings, will remain substantially unchanged. Additionally, incremental costs to obtain customer contracts will be capitalized and amortized over a benefit period, which is the shorter of customer or product life. The Company will elect a practical expedient to exclude contracts with a benefit period of a year or less from this deferral requirement for both retrospective and future financial statement periods. The annual cost impact of the deferral and amortizationforeign currency fluctuations on the Consolidated Statementspurchase price of Income ispending acquisitions. We do not expectedenter into foreign currency forward contracts for trading purposes.
At the end of 2023 and 2022, there were no derivatives outstanding that were accounted for as hedges.
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Index to be material.Financial Statements

Recently issued Accounting Pronouncements not yet Adopted

Financial Instruments - Overall
In January 2016,November 2023, the FASB issued new guidance that will require entitiesAccounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU updates reportable segment disclosure requirements primarily through (i) enhanced disclosures about significant segment expenses, (ii) the composition of other segment items, and (iii) optional disclosure of more than one measure equity investments currently accounted for underof segment profit or loss if the cost method at fair value and recognize any changes in fair value in net income. For equity investments without readily determinable fair values, an entity may elect measurement at cost minus impairment, if any, plus or minus any adjustments from observable market transactions. The Company plans to adopt this standard in the first quarter of fiscal 2018 on a prospective basis as required specifically for equity investments. Since none of its equity investments have readily determinable fair values, the Company will elect to measure equity investments at cost less any impairments unless an observable transaction occurs, at which time, the Company would remeasure the investment through net income. The Company’s equity investments are immaterial on its consolidated balance sheets; therefore, adoption of this guidance will not have a material impact. Additionally, other provisions of this standard will not have a material impact for the Company’s consolidated financial statements.
Statement of Cash Flows
In August 2016, the FASB issued new guidance related to statement of cash flows. This guidance amended the existing accounting standard for the statement of cash flows by providing unified guidance for classification of certain cash receipts and cash payments. The Company will adopt this guidance in the first quarter of fiscal 2018, retrospectively. The impact of the related amendments will include, for all periods presented, (a) a reclassification of contingent consideration payments made after business combinations by decreasing net cash used in investing activities and increasing net cash used in financing activities, and (b) a reclassification of dividends received from equity method investees by decreasing net cash provided by investing activities and increasing net cash provided by operating activities.
Accounting for Income Taxes - Intra-Entity Asset Transfers
In October 2016, the FASB issued new guidance related to income taxes. This standard requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. The guidance is effective and will be adopted by the Company in its first quarter of fiscal 2018 by using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date. Although the Company expects that the deferred tax assets will increase, the adoption of this guidance will not have a material impact on the Company’s consolidated financial statements.
Other Income - Gains and Losses from the Derecognition of Non-financial Assets
In February 2017, the FASB issued new guidance clarifying the scope and application of existing guidance related to the sale or transfer of non-financial assets to non-customers that is not a sale of a business, including partial sales and transfers of non-financial assets to joint ventures. The amendments are effective at the same time as the new revenue recognition guidance, which the Company expects to adopt in the first quarter of fiscal 2018. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements.
Compensation - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
In March 2017, the FASB issued new guidance to improve the presentation for components of defined benefit pension cost, which requires employers to report the service cost component of net periodic pension cost in the same line item as other compensation expense arising from services rendered during the period. The standard also requires the other components of net periodic cost be presented in the income statement separately from the service cost component and outside of a subtotal of income from operations. The guidance is effective and will be adopted by the Company in its first quarter of fiscal 2018 on a retrospective basis. The Company has defined benefit pension plans that are immaterial for its consolidated financial statements; therefore, adoption of this guidance will not have a material impact.

Future Adoption
Leases
In February 2016, the FASB issued new guidance that requires a lessee to recognize lease assets and lease liabilities on the balance sheet for most leases and provide enhanced disclosures. Most prominent is the recognition of assets and liabilities by lessees forCODM uses those leases classified as operating leases under previous U.S. GAAP. Under the new standard, disclosures are required to meet the objective of enabling users of financial statementsmeasures to assess the amount, timing,segment performance and uncertainty of cash flows arising from leases. Leases will continue to be classified as either finance or operating leases, and for both, the initial lease liabilities should be measured at the present value of the lease payments. This new guidance is effective beginning in fiscal 2019, although early adoption is permitted. Companies are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements and there are certain practical expedients that companies may elect, including an accounting policy election to not recognize lease assets and liabilities for leases with a term of twelve months or less. While the Company is continuing to assess all potential impacts of the standard, it currently anticipates that the standard will have a material effect on its consolidated balance sheets, with the most significant impact related to the

accounting for real estate lease assets and liabilities.allocate resources. The Company plans to adopt the standard in fiscal 2019 and is evaluating the use of optional practical expedients.

Financial Instruments - Credit Losses
In June 2016, the FASB issued new guidance that requires credit losses on financial assets measured at amortized cost basis to be presented based on the net amount expected to be collected, not based on incurred losses. Further, credit losses on available-for-sale debt securities should be recorded through an allowance for credit losses limited to the amount by which fair value is below amortized cost. The new standardASU is effective for the Companyour Annual Report on Form 10-K beginning in fiscal 2020.2024 and, afterward, interim reports. Early adoption for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 is permitted. The Company is currently evaluating the effect of the updated standard on its consolidated financial statements.

Intangibles - Goodwill and Other
In January 2017, the FASB issued new guidance to that simplifies the accounting for goodwill impairment by requiring impairment charges to be based on the first step in today’s two-step impairment test. The impairment test is performed by comparing the fair value of a reporting unit with its carrying amount and an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new standard is to be applied on a prospective basis and is effective for the Company beginning in fiscal 2020 and early adoption is permitted. The CompanyASU should be applied retrospectively to all prior periods presented in the financial statements. We are currently anticipates thatevaluating the impact of adopting this ASU on our financial reporting disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU updates the annual income tax disclosures by requiring (i) specific categories and greater disaggregation of information in the rate reconciliation, (ii) income taxes paid disaggregated by taxing authority and jurisdiction, and (iii) disclosures of pretax income (or loss) and income tax expense (or benefit). Additionally, certain existing disclosure requirements are removed. The ASU is effective for our Annual Report on Form 10-K beginning in 2025 and is applied prospectively. Early adoption will not have a materialand retrospective application are permitted. We are currently evaluating the impact of adopting this ASU on its consolidatedour financial statements.reporting disclosures.

Recent Adopted Accounting Pronouncements
There are no recently adopted accounting pronouncements.
NOTE 3:2: EARNINGS PER SHARE

Basic earnings per share is computed by dividing Net income bybased on the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing Net income bybased on the weighted-average number of shares of common stock outstanding during the period increased to include the number ofplus additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securitiescommon shares include outstanding stock options, restricted stock units (“RSUs”), contingently issuable shares, and shares to be purchased under the Company’sour employee stock purchase plan and restricted stock units. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities.

plan.
The following table shows the computation of basic and diluted earnings per share:
 202320222021
(In millions, except per share amounts)  
Numerator:
Net income attributable to Trimble Inc.$311.3 $449.7 $492.7 
Denominator:
Weighted-average number of common shares used in basic earnings per share247.9 248.6 251.4 
Effect of dilutive securities1.2 1.6 2.9 
Weighted-average number of common shares and dilutive potential common shares used in diluted earnings per share249.1 250.2 254.3 
Basic earnings per share$1.26 $1.81 $1.96 
Diluted earnings per share$1.25 $1.80 $1.94 
Antidilutive weighted-average shares (1)
1.9 1.3 0.1 
Fiscal Years2017 2016 2015
(In millions, except per share data)     
Numerator:     
Net income attributable to Trimble Inc.$121.1
 $132.4
 $121.1
Denominator:     
Weighted average number of common shares used in basic earnings per share252.1
 250.5
 255.8
Effect of dilutive securities4.6
 3.4
 2.7
Weighted average number of common shares and dilutive potential common shares used in diluted earnings per share256.7
 253.9
 258.5
Basic earnings per share$0.48
 $0.53
 $0.47
Diluted earnings per share$0.47
 $0.52
 $0.47
For fiscal 2017, 2016 and 2015 the Company(1)    Antidilutive stock-based awards are excluded0.5 million shares, 4.3 million shares and 6.1 million shares of outstanding stock options, respectively, from the calculation of diluted shares and diluted earnings per share because their effectimpact would have been antidilutive.increase diluted earnings per share.

NOTE 4: BUSINESS COMBINATIONS3: ACQUISITIONS
During fiscal 2017, 2016 and 2015 the CompanyOn April 3, 2023, we acquired multiple businesses, all with cash consideration. The Consolidated Statements of Income include the operating results of the issued and outstanding shares of TP Group Holding GmbH and Sixfold GmbH, which owned Transporeon, in an all-cash transaction. Transporeon is a 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, which aligns with our Connect and Scale strategy. Transporeon is reported as part of our Transportation segment.
The total purchase consideration was €1.9 billion or $2.1 billion, which included the repayment of outstanding Transporeon debt of $339.6 million. The acquisition was funded through a combination of cash on hand and debt. See Note 8 “Debt” of this report for more information.
In addition to Transporeon, we acquired two businesses fromin 2023 with total purchase consideration of $47.0 million. In the dates
54
Table of acquisition.Contents
During fiscal 2017,Index to Financial Statements
aggregate, the Companytwo businesses acquired tencontributed less than 1% of our total revenue during 2023.
In 2022, we acquired two businesses, with total purchase consideration of $331.2 million. The purchase prices ranged from less than $2.0 million to $134.0$379.5 million. The largest acquisition was Müller-Elektronik,Bid2Win Software, LLC, a privately held German company specializing in implement controlleading provider of estimating and precision farming solutions.operations solutions for the heavy civil construction industry. In the aggregate, the businesses acquired during fiscal 2017 contributed approximately two percent to the Company'sless than 1% of our total revenue during fiscal 2017.2022.

During fiscal 2016, the CompanyIn 2021, we acquired four businesses,AgileAssets, with total purchase consideration of $27.6 million.$237.5 million. AgileAssets is a provider of SaaS solutions for transportation asset lifecycle management. The purchase prices ranged from less than $0.3 million to $14.0 million. The acquisitions were not significant individually or in the aggregate. The largest acquisition was of a company that manages content and software solutions that enable Mechanical, Electrical and Plumbing (MEP) contractors and engineers to produce intelligent and constructible models, based in Rocklin, California. In the aggregate, the businesses acquired during fiscal 2016 contributed less than one percent to the Company's1% of our total revenue during fiscal 2016.2021.
During fiscal 2015, the Company acquired thirteen businesses, with total purchase considerationAcquisition costs of $176.2 million. The acquisitions$35.0 million, $20.4 million, and $13.6 million in 2023, 2022, and 2021, were not significant individually orexpensed as incurred and are included in the aggregate. The purchase prices ranged from less than $2.0 million to $30.0 million. The largest acquisition was a Norwegian company specializingCost of sales and General and administrative expenses in BIM software for infrastructure design software solutions across the European region. In the aggregate, the businesses acquired during fiscal 2015 collectively contributed less than one percent to the Company's total revenue during fiscal 2015.our Consolidated Statements of Income.
The Company determined the total consideration paid for each of its acquisitions as well as the fair value of the assets acquired and liabilities assumed as of the date of each acquisition. For certain acquisitions completed in fiscal 2017, the fair value of the assets acquired and liabilities assumed are preliminary and may be adjusted as the Company obtains additional information, primarily related to adjustments for the true up of acquired net working capital in accordance with certain purchase agreements, and estimated values of certain net tangible assets and liabilities including tax balances, pending the completion of final studies and analyses. If there are adjustments made for these items the fair value of intangible assets and goodwill could be impacted. Thus the provisional measurements of fair value set forth below are subject to change. Such changes could be significant. The Company expects to finalize the valuation of the net tangible and intangible assets as soon as practicable, but not later than one-year from the acquisition date.Purchase Price Allocation
The fair value of identifiable assets acquired and liabilities assumed werewas determined under the acquisition method of accounting for business combinations. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The fair value of intangible assets acquired is generally determined based on a discounted cash flow analysis.  Acquisition costs of $7.4 million, $6.8 million and $9.9 million in fiscal 2017, 2016 and 2015, respectively, were expensed as incurred, along with the changes in fair value of the contingent consideration liabilities, and are included in General and administrative expenses in the Consolidated Statements of Income.
The following table summarizes the Company’sconsideration transferred to acquire Transporeon and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed, as well as the estimated useful lives of the identifiable intangible assets as of the date of the acquisition. The allocation of the purchase price is still preliminary as we finalize deferred income taxes. Preliminary estimates will be finalized within one year of the acquisition date.
Fair Value as of the Acquisition DateEstimated Useful Life
(In millions)
Total purchase consideration$2,082.6
Net tangible assets acquired:
Cash and cash equivalents12.9 
Accounts receivable, net41.8 
Other current assets28.0 
Non-current assets24.7 
Accounts payable(4.1)
Accrued compensation and benefits(9.7)
Deferred revenue(16.5)
Other current liabilities(47.2)
Non-current liabilities(20.6)
Total net tangible assets acquired9.3
Intangible assets acquired:
Customer relationships759.5 11 years
Developed product technology168.4 7 years
Trade name11.9 5 years
Total intangible assets acquired939.8
Deferred tax liability(256.6)
Fair value of all assets/liabilities acquired692.5 
Goodwill$1,390.1
Goodwill consists of growth potential, synergies, and economies of scale expected from combining Transporeon’s operations with ours, together with the highly skilled and valuable assembled workforce. We do not expect the goodwill to be deductible for income tax purposes.
The Company corrected an error which resulted in an adjustment of $34 million between goodwill and developed technology intangibles, net of tax.
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Index to Financial Statements
Financial Information
The following table presents the amounts of revenue and net loss included in the Consolidated Statements of Income resulting from Transporeon since the acquisition date, which includes the effects of purchase accounting, primarily amortization of intangible assets and other adjustments.
Year of
2023
(In millions)
Total revenue$124.7 
Net loss(42.3)
Pro Forma Financial Information
The unaudited pro forma financial information presented in the following table was computed by combining the historical financial information of Trimble and Transporeon along with the effects from business combinations completed during fiscal 2017, 2016combination accounting and 2015:the associated debt resulting from this acquisition as if the companies were combined on January 1, 2022. This information is presented for informational purposes only, and it is not necessarily indicative of the operating results that would have occurred if the acquisition had been consummated as of that date. This information should not be used as a predictive measure of our future financial position, results of operations, or liquidity.

 Year of
 20232022
(In millions)  
Total revenue$3,839.2 $3,831.2 
Net income273.0 308.6 
NOTE 4: DIVESTITURES
Pending Divestiture
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 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 the closing of the proposed transaction.
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.
Following the closing of this proposed transaction, our 15% ownership interest in the JV is expected to be reported as an equity method investment.
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. The following table presents the carrying values of the major classes of assets and liabilities classified as held for sale in our Consolidated Balance Sheets at the end of 2023:
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Index to Financial Statements
Fiscal Years2017 2016 2015
(In millions)     
Fair value of total purchase consideration$331.2
 $27.6
 $176.2
Less fair value of net assets acquired:     
Net tangible assets acquired29.7
 (1.9) 8.0
Identified intangible assets166.7
 13.6
 83.3
Deferred taxes(5.8) (1.3) (13.6)
Goodwill$140.6
 $17.2
 $98.5
At the End of Year
(In millions)2023
Cash and cash equivalents$9.1 
Accounts receivable, net12.1 
Inventories, net84.2 
Other current assets3.4 
Property and equipment, net20.7 
Other purchased intangible assets, net20.3 
Goodwill268.1 
Other non-current assets3.3 
Total Assets Held for Sale$421.2
Accounts payable$1.8 
Deferred revenue, current14.3 
Other current liabilities16.0 
Deferred revenue, non-current8.3 
Other non-current liabilities7.9 
Total Liabilities Held for Sale$48.3

Other Divestitures
In addition to the pending Trimble Ag JV Transaction, we divested five businesses in 2023 with total proceeds of $18.7 million.
In 2022, we divested six businesses with total proceeds of $226.3 million. The largest divestiture was the sale of Time and Frequency, LOADRITE, Spectra Precision Tools, and SECO accessories businesses to Precisional LLC, an affiliate of The Jordan Company (“TJC”), for $205.1 million in cash, which included a working capital adjustment.
In 2021, divestitures were not material to the financial statements.
NOTE 5: INTANGIBLE ASSETS AND GOODWILL
Intangible Assets
The following table presents detailsa summary of our intangible assets:
At the End of 2023At the End of 2022
(In millions)Weighted-Average Useful Lives (in years)Gross Carrying
Amount		Accumulated
Amortization		Net  Carrying
Amount		Gross Carrying
Amount		Accumulated
Amortization		Net  Carrying
Amount
Developed product technology6$908.5 $(554.1)$354.4 $1,004.8 $(722.7)$282.1 
Customer relationships101,358.4 (474.5)883.9 654.1 (445.9)208.2 
Trade names and trademarks643.8 (38.6)5.2 39.5 (32.7)6.8 
Distribution rights and other intellectual property74.2 (4.2)— 8.0 (7.0)1.0 
$2,314.9 $(1,071.4)$1,243.5 $1,706.4 $(1,208.3)$498.1 
As of the Company’s totalend of 2023 and 2022, $267.8 million and $79.9 million of fully amortized intangible assets:assets were written off.
57
  At the End of Fiscal 2017 At the End of Fiscal 2016
(In millions)Weighted-Average Remaining Useful Lives (in years)
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net  Carrying
Amount
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net  Carrying
Amount
Developed product technology6$915.3
 $(729.9) $185.4
 $794.8
 $(620.6) $174.2
Trade names and trademarks558.7
 (48.6) 10.1
 50.9
 (42.9) 8.0
Customer relationships7512.1
 (351.3) 160.8
 438.7
 (294.1) 144.6
Distribution rights and other intellectual properties669.2
 (60.7) 8.5
 64.3
 (57.8) 6.5
  $1,555.3
 $(1,190.5) $364.8
 $1,348.7
 $(1,015.4) $333.3
Table of Contents

Index to Financial Statements
The estimated future amortization expense of intangible assets at the end of fiscal 2017 is2023 was as follows (in millions):follows:
2018$133.1
201991.6
202062.6
202140.7
202221.7
Thereafter15.1
Total$364.8
(In millions)
2024$200.4 
2025168.6 
2026163.4 
2027149.7 
2028135.6 
Thereafter425.8 
Total$1,243.5 
Goodwill
In March 2017, the information used to allocate resources and assess performance that is provided to the Company's chief operating decision maker, its Chief Executive Officer, changed to better reflect the Company's customer base and end markets. As further described in Note 6, the new reporting structure consists of four operating segments, each representing a single reporting unit: Buildings and Infrastructure, Geospatial, Resources and Utilities, and Transportation. Goodwill was reassigned to the new reporting units using the relative fair values and, as a result of this reassignment, an impairment assessment was performed immediately before and after the reorganization of the Company’s reporting structure. There was no goodwill impairment resulting from this assessment in the first quarter of fiscal 2017.
The changes in the carrying amount of goodwill by segment for fiscal 2017 are2023 were as follows:
Buildings and InfrastructureGeospatialResources and UtilitiesTransportationTotal
(In millions)     
Balance as of year end 2022$2,300.1 $382.1 $471.8 $983.9 $4,137.9 
Additions due to acquisitions27.7 — — 1,390.1 1,417.8 
Assets held for sale— (1.9)(266.2)— (268.1)
Foreign currency translation and other adjustments19.5 4.9 10.8 27.8 63.0 
Balance as of year end 2023$2,347.3 $385.1 $216.4 $2,401.8 $5,350.6 
(In millions)Buildings and Infrastructure Geospatial Resources and Utilities Transportation Total
At the end of fiscal 2016$663.7
 $405.1
 $217.7
 $791.1
 $2,077.6
Additions due to acquisitions and current year acquisitions' purchase price adjustments2.5
 —
 86.3
 51.8
 140.6
Purchase price adjustments - prior years' acquisitions(0.1) —
 —
 —
 (0.1)
Foreign currency translation adjustments40.7
 17.1
 10.5
 7.6
 75.9
Divestitures (1)—
 (6.9) —
 —
 (6.9)
At the end of fiscal 2017$706.8
 $415.3
 $314.5
 $850.5
 $2,287.1
(1) In the first quarter of 2017, the Company sold its ThingMagic business, which was part of the Geospatial segment.
NOTE 5:6: CERTAIN BALANCE SHEET COMPONENTS
The following tables provide detailscomponents of selected balance sheet items:inventory, net were as follows:

At the End of Year20232022
(In millions)  
Inventories:
Raw materials$88.4 $154.9 
Work-in-process3.0 13.1 
Finished goods144.3 234.5 
Total inventories$235.7 $402.5 
At the End of Fiscal Year2017 2016
(In millions)   
Inventories:   
Raw materials$85.4
 $77.9
Work-in-process12.4
 6.8
Finished goods174.0
 134.1
Total inventories$271.8
 $218.8
Finished goods includes $16.6 $11.3 million and $16.9 million at the end of fiscal year 20172023 and $14.4 million at the end of fiscal year 20162022 for costs of sales that have been deferred in connection with arrangements for which thedeferred revenue arrangements.
The components of property and equipment, net were as follows:
At the End of Year20232022
(In millions)  
Property and equipment, net:
Land, building, furniture, and leasehold improvements$237.4 $244.4 
Machinery and equipment170.0 177.6 
Software and licenses131.6 146.4 
Construction in progress14.0 10.1 
553.0 578.5 
Less: accumulated depreciation(350.5)(359.5)
Total property and equipment, net$202.5 $219.0 
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Index to Financial Statements
The components of accumulated other comprehensive loss, net of related revenue has been deferred.tax were as follows:
At the End of Year20232022
(In millions)
Accumulated foreign currency translation adjustments$(158.0)$(241.6)
Gain on cash flow hedge4.7 5.4 
Net unrealized actuarial gains1.2 1.3 
Total accumulated other comprehensive loss$(152.1)$(234.9)
At the End of Fiscal Year2017 2016
(In millions)   
Property and equipment, net:   
Machinery and equipment$130.6
 $113.3
Software and licenses124.4
 119.4
Furniture and fixtures29.3
 26.3
Leasehold improvements36.6
 32.1
Construction in progress32.9
 10.8
Buildings60.9
 47.9
Land10.0
 8.3
 424.7
 358.1
Less: accumulated depreciation(250.7) (213.9)
Total$174.0
 $144.2
At the End of Fiscal Year2017 2016
(In millions)   
Other non-current liabilities:   
Deferred compensation$27.1
 $22.6
Pension19.6
 13.1
Deferred rent3.1
 3.3
Unrecognized tax benefits76.4
 65.3
Other35.8
 9.5
Total$162.0
 $113.8

NOTE 6:7: REPORTING SEGMENT AND GEOGRAPHIC INFORMATION
OperatingWe determined our operating segments are defined as components of an enterprise that engage in business activities for which separate financial information is available and evaluated by the Company's Chief Executive Officer (our chief operating decision maker or "CODM") in deciding how to allocate resources and assess performance. The CODM evaluates each segment’s performance and allocates resources based on how our CODM views and evaluates operations. Various factors, including market separation and customer-specific applications, go-to-market channels, and products and services, were considered in determining these operating segments. Our CODM regularly reviews our segment operating income before income taxesresults to make decisions about resources that are allocated to each segment and corporate allocations. The Company and each of its segments employ consistent accounting policies.to assess performance. In each of itsour segments, the Company sellswe sell many individual products. For this reason, it is impracticable to segregate and identify revenue for each of the individual products or group of products. Stock-based compensation is shown in the aggregate within unallocated corporate expense and is not reflected in the segment results, which is consistent with the way the CODM evaluates each segment's performance and allocates resources.products we sell.

Prior to fiscal 2017, the Company operated its business in four reportable segments - Engineering and Construction, Field Solutions, Mobile Solutions, and Advanced Devices. In March 2017, the Company effected a change in the reporting of its segment financial results to better reflect the Company’s customer base and end markets. As a result of the Company’s evolution, the CODM changed the information he regularly reviews to allocate resources and assess performance. Beginning with the first fiscal quarter of 2017, the Company reports its financial performance based on four new reportable segments - Buildings and Infrastructure, Geospatial, Resources and Utilities, and Transportation.

The Company’sOur reportable segments are described below:
•Buildings and Infrastructure:Infrastructure. This segment primarily serves customers working in architecture, engineering, construction, geospatial and government.operations and maintenance.

Geospatial:•Geospatial. This segment primarily serves customers working in surveying, engineering, government, and land management.government.

•Resources and Utilities:Utilities. This segment primarily serves customers working in agriculture, forestry, and utilities.

Transportation:•Transportation. This segment primarily serves customers working in transportation, including transportationlong haul trucking and logistics, automotive, rail, and military aviation.

freight shipper markets.
The following Reporting Segment tables present revenue,reflect the results of our reportable operating income, depreciation expense and identifiable assets forsegments under our management reporting system. These results are not necessarily in conformity with U.S. GAAP. This is consistent with the four segments. Operating income is revenue less cost of sales and operating expenses, excluding unallocated corporate expenses, restructuring charges, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition and divestiture items, and executive transition costs. The identifiable assets thatway the CODM views by segment are accounts receivable, inventoriesevaluates each of the segment's performance and goodwill.allocates resources.
 Reporting Segments
 Buildings and InfrastructureGeospatialResources and UtilitiesTransportationTotal
(In millions)     
2023
Segment revenue$1,593.1 $695.5 $769.1 $741.0 $3,798.7 
Segment operating income440.8 209.1 270.6 130.2 $1,050.7 
2022
Segment revenue$1,494.0 $756.5 $821.6 $604.2 $3,676.3 
Segment operating income406.3 221.4 278.3 58.8 964.8 
2021
Segment revenue$1,422.7 $828.9 $771.3 $636.5 $3,659.4 
Segment operating income411.7 244.1 264.0 43.4 963.2 
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Fiscal Years2017 2016 2015
(In millions)     
Buildings and Infrastructure     
Revenue$834.9
 $743.5
 $688.6
Operating income179.9
 133.9
 108.2
Depreciation expense6.2
 7.0
 7.8
Geospatial     
Revenue$661.2
 $634.7
 $672.8
Operating income130.9
 120.8
 135.3
Depreciation expense5.4
 6.5
 6.4
Resources and Utilities     
Revenue$476.9
 $395.7
 $381.8
Operating income136.3
 118.4
 109.9
Depreciation expense3.2
 2.0
 1.9
Transportation     
Revenue$681.2
 $588.3
 $547.2
Operating income120.6
 102.9
 106.5
Depreciation expense5.2
 5.5
 5.2
Total     
Revenue$2,654.2
 $2,362.2
 $2,290.4
Operating income567.7
 476.0
 459.9
Depreciation expense20.0
 21.0
 21.3
 Reporting Segments
 Buildings and InfrastructureGeospatialResources and UtilitiesTransportationTotal
(In millions)     
As of Year End 2023
Accounts receivable, net$314.1 $125.0 $92.5 $175.0 $706.6 
Inventories65.0 115.8 11.1 43.8 235.7 
Goodwill2,347.3 385.1 216.4 2,401.8 5,350.6 
As of Year End 2022
Accounts receivable, net$305.1 $137.2 $79.2 $121.8 $643.3 
Inventories93.2 146.1 100.3 62.9 402.5 
Goodwill2,300.1 382.1 471.8 983.9 4,137.9 
As of Year End 2021
Accounts receivable, net$246.8 $134.0 $112.9 $131.1 $624.8 
Inventories79.3 136.4 67.4 80.2 363.3 
Goodwill2,141.4 403.6 440.8 995.7 3,981.5 


At the End of Fiscal Year2017 2016 
(In millions)    
Buildings and Infrastructure    
Accounts receivable$118.5
 $104.7
 
Inventories62.1
 51.3
 
Goodwill706.8
 663.7
 
Geospatial    
Accounts receivable$117.7
 $108.3
 
Inventories110.7
 100.4
 
Goodwill415.3
 405.1
 
Resources and Utilities    
Accounts receivable$76.9
 $65.5
 
Inventories45.3
 31.0
 
Goodwill314.5
 217.7
 
Transportation    
Accounts receivable$101.7
 $76.3
 
Inventories53.7
 36.1
 
Goodwill850.5
 791.1
 
Total    
Accounts receivable$414.8
 $354.8
 
Inventories271.8
 218.8
 
Goodwill2,287.1
 2,077.6
 
A reconciliation of the Company’sour consolidated segment operating income to consolidated income before income taxes iswas as follows:
 202320222021
(In millions)  
Consolidated segment operating income$1,050.7 $964.8 $963.2 
Unallocated general corporate expenses(116.0)(123.3)(106.2)
Purchase accounting adjustments(212.3)(131.6)(134.5)
Acquisition / divestiture items(72.4)(32.8)(21.8)
Stock-based compensation / deferred compensation(151.1)(112.0)(128.6)
Restructuring and other costs(50.1)(54.2)(11.1)
Consolidated operating income448.8 510.9 561.0 
Total non-operating income (expense), net(91.8)58.2 13.6 
Consolidated income before taxes$357.0 $569.1 $574.6 
60
Fiscal Years2017 2016 2015
(In millions)     
Consolidated segment operating income$567.7
 $476.0
 $459.9
Unallocated corporate expense (1)(87.4) (70.5) (70.0)
Restructuring charges (2)(10.5) (13.3) (12.8)
Stock-based compensation(64.8) (52.6) (50.1)
Amortization of purchased intangible assets(148.8) (150.8) (162.4)
Amortization of acquisition-related inventory step-up(2.8) —
 —
Acquisition and divestiture items(7.4) (6.8) (9.9)
Executive transition costs—
 (1.0) —
Litigation costs—
 —
 (0.3)
Consolidated operating income246.0
 181.0
 154.4
Non-operating income (expense), net13.1
 (4.3) (2.6)
Consolidated income before taxes$259.1
 $176.7
 $151.8
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(1) Unallocated corporate expense includes general corporate expense.
(2) Restructuring charges primarily consist of severance and benefits, resulting from employee headcount reductions in connection with the Company's restructuring programs relatedIndex to decisions to streamline processes and reduce the cost structure. As of the end of fiscal 2017, the Company's restructuring liability was $1.4 million, which is expected to be settled in fiscal 2018. Restructuring liabilities are reported within Other current liabilities on the Consolidated Balance Sheets. Financial Statements
The geographic distributiondisaggregation of Trimble’s revenue and long-lived assetsby geography is summarized in the tables below. Other non-US geographies include Canada, and countries in South and Central America, the Middle East, and Africa. Revenue is defined as revenue from external customers.customers attributed to countries based on the location of the customer and excludes the effects of certain acquired deferred

revenue that was written down to fair value in purchase accounting, consistent with the Reporting Segment tables above.
 Reporting Segments
 Buildings and InfrastructureGeospatialResources and UtilitiesTransportationTotal
(In millions)     
2023
North America$1,026.0 $300.2 $217.5 $474.8 $2,018.5 
Europe338.1 213.3 328.9 195.9 1,076.2 
Asia Pacific196.6 141.9 56.9 33.5 428.9 
Rest of World32.4 40.1 165.8 36.8 275.1 
Total segment revenue$1,593.1 $695.5 $769.1 $741.0 $3,798.7 
2022
North America$938.1 $320.7 $227.0 $469.4 $1,955.2 
Europe337.1 247.8 374.3 78.7 1,037.9 
Asia Pacific192.8 140.3 51.7 30.3 415.1 
Rest of World26.0 47.7 168.6 25.8 268.1 
Total segment revenue$1,494.0 $756.5 $821.6 $604.2 $3,676.3 
2021
North America$823.5 $337.3 $212.2 $493.1 $1,866.1 
Europe386.6 282.3 368.4 87.3 1,124.6 
Asia Pacific188.4 161.4 67.3 30.2 447.3 
Rest of World24.2 47.9 123.4 25.9 221.4 
Total segment revenue$1,422.7 $828.9 $771.3 $636.5 $3,659.4 
Fiscal Years2017 2016 2015
(In millions)     
Revenue (1):     
United States$1,285.7
 $1,156.0
 $1,142.1
Europe677.1
 574.9
 557.2
Asia Pacific378.3
 352.6
 321.1
Other non-US countries313.1
 278.7
 270.0
Total consolidated revenue$2,654.2
 $2,362.2
 $2,290.4
(1)Revenue is attributed to countries based on the location of the customer.
Total revenue in the United States as included in the Consolidated Statements of Income was $1,855.2 million, $1,777.4 million, and $1,687.4 million in 2023, 2022, and 2021. No single customer or country other than the United States accounted for 10% or more of Trimble’sour total revenue in fiscal years 2017, 20162023, 2022, and 2015.2021. No single customer accounted for 10% or more of Trimble'sour accounts receivable asat the end of fiscal years ended 2017 2023 and 2016.2022.
Property and equipment, net by geographic area waswere as follows:
At the End of Year20232022
(In millions)  
Property and equipment, net:
United States$153.8 $157.7 
Europe28.0 40.3 
Asia Pacific and Rest of World20.7 21.0 
Total property and equipment, net$202.5 $219.0 
61
At the End of Fiscal Year2017 2016
(In millions)   
Property and equipment, net:   
United States$131.7
 $120.4
Europe33.1
 15.3
Asia Pacific and other non-US countries9.2
 8.5
Total property and equipment, net$174.0
 $144.2
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Index to Financial Statements
NOTE 7:8: DEBT
Debt consisted of the following:
At the End of YearEffective interest rate
(In millions, except percentages)Date of IssuanceEnd of 202320232022
Senior Notes:
   Senior Notes, 4.15%, due June 2023June 2018$— $300.0 
   Senior Notes, 4.75%, due December 2024November 20144.95%400.0 400.0 
   Senior Notes, 4.90%, due June 2028June 20185.04%600.0 600.0 
   Senior Notes, 6.10%, due March 2033March 20236.13%800.0 — 
Credit Facilities:
2022 Revolving Credit Facility, due March 2027September 20226.71%150.0 225.0 
Term Loan, due April 2026April 20236.99%500.0 — 
Term Loan, due April 2028April 20237.12%500.0 — 
Uncommitted Credit Facilities, floating rate5.06%130.4 — 
Unamortized discount and issuance costs(13.8)(5.0)
Total debt$3,066.6 $1,520.0 
Less: Short-term debt530.4 300.0 
Long-term debt$2,536.2 $1,220.0 
At the End of Fiscal Year2017 2016
(In millions)   
Notes:

 

    Principal amount$400.0
 $400.0
    Unamortized discount on Notes(2.2) (2.5)
    Debt issuance costs(2.1) (2.4)
Credit Facilities:   
2014 Credit facility389.0
 94.0
Uncommitted facilities128.0
 130.0
Promissory notes and other debt1.2
 0.8
Total debt913.9
 619.9
Less: Short-term debt128.4
 130.3
Long-term debt$785.5
 $489.6
Debt Maturities
At the end of 2023, our debt maturities based on outstanding principal were as follows (in millions):
Year Payable
2024$530.4 
2025— 
2026518.8 
2027193.7 
20281,037.5 
Thereafter800.0 
Total$3,080.4 
Senior Notes
On October 30, 2014, the Company filed a shelf registration statement with the Securities and Exchange Commission (“SEC”) for the issuanceAll of our senior debt securities. On November 24, 2014, the Company issued $400.0 million of Senior Notes (“Notes”) under the shelf registration statement. Net proceeds from the offering were $396.9 million after deducting the 0.795% discountnotes are unsecured obligations. Interest on the public offering price. The Company recognized $3.0 million of debt issuance costs associated with the issuance of the Notes, including an underwriting discount of $2.6 million, whichsenior notes is classified as an offset to the Notes on the Consolidated Balance Sheets. The discountpayable semi-annually in June and debt issuance costs are being amortized to interest expense using the effective interest rate method over the term of the Notes. The Notes mature on December 1, 2024 and accrue interest at a rate of 4.75% per annum, payable semiannually in arrears in cash on December 1 and June 1 of each year, beginningexcept for the interest on June 1, 2015. Thethe 2033 Senior Notes payable in March and September (as next described). For the 2028 and 2033 senior notes, the interest rate is subject to adjustment from time to time if Moody’s or S&P (or, if applicable, a substitute rating agency) downgrades (or subsequently upgrades) its rating assigned to the notes.
Senior Notes are classified as long-termunsecured and rank equally in the Consolidated Balance Sheets.

Prior to September 1, 2024, Trimbleright of payment with all of our other senior unsecured indebtedness. We may redeem the Notesnotes of each series of senior notes at itsour option at any time, in whole or in part at a redemption price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of interest and principal, calculated on a semiannual basis using a discount rate equal to the U.S. Treasury rate plus 40 basis points. After September 1, 2024, Trimble may redeem the Notes at its option at any time, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon. In addition, in the event of a change of control, as defined in the prospectus filed with the SEC, each holder of the Notes will have the right to require Trimble to purchase for cash all or a portion of such holder’s Notes at a purchase price equal to 101% of the principal amount of the Notes, plus any accrued and unpaid interest.
In connection with the closing of the Notes offering, Trimble entered into an Indenture with U.S. Bank National Association, as trustee. The Indenturetime. Such indenture also contains covenants limiting Trimble’sour ability to create certain liens, enter into sale and lease-back transactions, and consolidate or merge with or into, or convey, transfer, or lease all or substantially all of Trimble’sour properties and assets, to, another person, each subject to certain exceptions.
2033 Senior Notes
In March 2023, we issued an aggregate principal amount of $800.0 million in senior notes (the “2033 Senior Notes”) that will mature in March 2033 and bear interest at a fixed rate of 6.1% per annum. The interest is payable semi-annually in March and September of each year, commencing in September 2023. The interest rate is subject to adjustment from time to time upon a rating agency downgrade or upgrade of the credit rating assigned to the 2033 Senior Notes. The 2033 Senior Notes contain no financial covenants.were sold at 99.843% of the aggregate principal amount. The 2033 Senior Notes are unsecured and rank equally in right of payment with all of our other senior unsecured indebtedness.
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Index to Financial Statements
Credit Facilities
2014 CreditBridge Facility
On November 24, 2014, the CompanyDecember 11, 2022, we entered into a new five-yearbridge facility commitment letter (the “Bridge Facility”) in connection with the acquisition of Transporeon. Under the Bridge Facility, the lender committed to provide a term loan up to an aggregate amount of €1.88 billion. On December 27, 2022, the Bridge Facility was automatically reduced to €500 million upon entering into the 2022 Term Loan Agreement and the 2022 Credit Facility Amendment (as next described). On March 9, 2023, as a result of completing the issuance of the 2033 Senior Notes, the remaining €500 million was automatically terminated with no amounts having been drawn.
2022 Term Loan Credit Agreement
On December 27, 2022, we entered into a $1.0 billion unsecured, delayed draw term loan credit agreement withcomprised of commitments for a group3-year tranche for $500.0 million and a 5-year tranche for $500.0 million. On April 3, 2023, both variable-rate term loans were drawn to fund the acquisition of lendersTransporeon.
Prepayments are allowed without penalty and cannot be reborrowed.
2022 Credit Facility and Amendment
In March 2022, we entered into a credit agreement (the “2014“2022 Credit Facility”). maturing in March 2027. The 20142022 Credit Facility provides for ana five-year, unsecured revolving loancredit facility in the aggregate principal amount of $1.0 billion. Subject$1.25 billion, and permits us, subject to the termssatisfaction of certain conditions, to increase the 2014 Credit Facility, thecommitments for revolving loan facility may be increased and/or term loan facilities may be established inloans by an aggregate principal amount of up to $500.0 million. The outstanding balancevariable interest rate and commitment fees are based on our current long-term, senior unsecured debt ratings, our leverage ratio, and certain specified sustainability targets.
On December 27, 2022, we entered into an amendment to the 2022 Credit Facility (the “2022 Credit Facility Amendment”) that made $600.0 million of $389.0the existing commitments under the Credit Facility available for the acquisition of Transporeon and increased our maximum permitted leverage ratio following the closing of the acquisition. On April 3, 2023, we borrowed $225.0 million as part of the proceeds to finance the acquisition. For additional information related to the Transporeon acquisition, see Note 3 “Acquisitions” of this report.
Uncommitted Facilities
At the end of 2023, we had two $75.0 million and $94.0one €100.0 million isrevolving credit facilities, which are uncommitted (the “uncommitted facilities”). Generally, these variable-rate uncommitted facilities may be redeemed upon demand. Borrowings under uncommitted facilities are classified as long-termshort-term debt in the Consolidated Balance Sheets as of fiscal years ended 2017 and 2016, respectively.Sheet.

Covenants
The 2014 Credit Facility replaced the Company's previous 2012 Credit Facility comprised of a five-year revolving loan facility of $700.0 million and a five-year $700.0 million2022 term loan facility. Upon entering into the 2014 Credit Facility, the Company borrowed $307.0 million under the revolving loan facility. The Company used the proceeds from the revolving loancredit agreement and 2022 credit facility, and the issuance of the Notes to pay off the then $638.8 million outstanding term loan balance under the 2012 Credit Facility. The Company also wrote off a portion of the unamortized debt issuance costs related to the 2012 Credit Facility totaling $2.7 million, which is classified as a non-operating expense in the Company’s fiscal 2014 Consolidated Statement of Income. In addition, the Company recognized $1.6 million of debt issuance costs associated with the 2014 Credit Facility. The remaining unamortized debt issuance costs associated with the 2012 Credit Facility and the new debt issuance costs associated with the 2014 Credit Facility are classified as current and non-current assets on the Consolidated Balance Sheets and being amortized to interest expense using the effective interest rate method over the term of the 2014 Credit Facility.

The funds available under the 2014 Credit Facility may be used for working capital and general corporate purposes including stock repurchases and the financing of certain acquisitions. Under the 2014 Credit Facility, the Company may borrow, repay and reborrow funds under the revolving loan facility until its maturity on November 24, 2019, at which time the revolving facility will terminate, and all outstanding loans, together with all accrued and unpaid interest, must be repaid. Amounts not borrowed under the revolving facility will be subject to a commitment fee, to be paid in arrears on the last day of each fiscal quarter, ranging from 0.10% to 0.30% per annum depending on either the Company's credit rating at such time or the Company's leverage ratio as of the most recently ended fiscal quarter, whichever results in more favorable pricing to the Company.

The Company may borrow funds under the 2014 Credit Facility in U.S. Dollars, Euros or in certain other agreed currencies, and borrowings will bear interest, at the Company’s option, at either: (i) a floating per annum base rate determined by reference to the highest of: (a) the administrative agent’s prime rate; (b) 0.50% per annum above the federal funds effective rate; and (c) reserve-adjusted LIBOR for an interest period of one month plus 1.00%, plus a margin of between 0.00% and 0.75%, or (ii) a reserve-adjusted fixed per annum rate based on LIBOR or EURIBOR, depending on the currency borrowed, plus a margin of between 1.00% and 1.75%. The applicable margin in each case is determined based on either Trimble’s credit rating at such time or Trimble’s leverage ratio as of its most recently ended fiscal quarter, whichever results in more favorable pricing to Trimble. Interest is payable on the last day of each fiscal quarter with respect to borrowings bearing interest at the base rate, or on the last day of an interest period, but at least every three months, with respect to borrowings bearing interest at LIBOR or EURIBOR rate.

The 2014 Credit Facility contains variousamended, contain customary representations and warranties by the Company, which include customary use of materiality, material adverse effect and knowledge qualifiers. The 2014 Credit Facility also contains customary affirmative and negative covenants including, among other requirements, negative covenantslimitations that restrict the Company'sCompany’s and its subsidiaries’ ability to create liens and enter into sale and leaseback transactions, and that restrict its subsidiaries’restrictions on the ability of the subsidiaries to incur indebtedness. Further, the 2014 Credit Facility containsboth debt agreements contain financial covenants that require the maintenance of maximum leverage and minimum interest coverage and maximum leverage ratios. Specifically, the Company must maintain as of the end of each fiscal quarter a ratio of (a) EBITDA (as defined in the 2014 Credit Facility) to (b) interest expense for the most recently ended period of four fiscal quarters of not less than 3.50 to 1.00. The

Company must also maintain, at the end of each fiscal quarter, a ratio of (x) total indebtedness (as defined in the 2014 Credit Facility) to (y) EBITDA (as defined in the 2014 Credit Facility) for the most recently ended period of four fiscal quarters of not greater than 3.00 to 1.00; provided, that on the completion of a material acquisition, the Company may increase the ratio by 0.50 for the fiscal quarter during which such acquisition occurred and each of the three subsequent fiscal quarters. The Company was in compliance with these covenants at the end of fiscal 2017.
The 2014 Credit Facility contains events of default that include, among others, non-payment of principal, interest or fees, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, bankruptcy and insolvency events, material judgments and events constituting a change of control. Upon the occurrence and during the continuance of an event of default, interest on the obligations will accrue at an increased rate in the case of an event of default arising from the nonpayment of principal and the lenders may accelerate the Company's obligations under the 2014 Credit Facility, except that acceleration will be automatic in the case of bankruptcy and insolvency events of default.

In February 2016, the Company entered into an amendment to the 2014 Credit Facility to facilitate the Company's reincorporation from California to Delaware and to effect other non-financial terms. In August 2016, the Company entered into a second amendment to revise a definition used in determining when a change of control of the Company may occur.
The weighted average interest rate on the long-term debt outstanding under the 2014 Credit Facility was 2.55% and 1.80% at the end of fiscal 2017 and 2016, respectively.
Uncommitted Facilities
The Company also has two $75.0 million revolving credit facilities which are uncommitted (the "Uncommitted Facilities"). The Uncommitted Facilities may be called by the lenders at any time, have no covenants and no specified expiration date. The interest rate on the Uncommitted Facilities is 1.00% plus either LIBOR or the bank’s cost of funds or as otherwise agreed upon by the bank and the Company. The $128.0 million outstanding at the end of 2017 and the $130.0 million outstanding at the end of 2016 under the Uncommitted Facilities are classified as short-term in the Consolidated Balance Sheets. The weighted average interest rate on the Uncommitted Facilities was 2.24% at the end of fiscal 2017 and 1.65% at the end of fiscal 2016.
Promissory Notes and Other Debt
At the end of fiscal 20172023, we were in compliance with the covenants for each of our debt agreements.
NOTE 9: LEASES
We have operating leases primarily for certain of our major facilities, including corporate offices, research and 2016,development facilities, and manufacturing facilities. Lease terms range from 1 to 12 years, and certain leases include options to extend the Company had promissory notes and other notes payable totaling approximately $1.2 million and $0.8 million, respectively,lease for up to 10 years. We consider options to extend the lease in determining the lease term.
Operating lease expense consisted of:
202320222021
(In millions) 
Operating lease expense$33.5 $36.3 $35.5 
Short-term lease expense and other17.1 14.8 17.8 
Total lease expense$50.6 $51.1 $53.3 
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Index to Financial Statements
Supplemental cash flow information related to leases was as follows:
202320222021
(In millions)
Cash paid for liabilities included in the measurement of lease liabilities:
Operating cash flows from operating leases (1)
$31.0 $35.0 $35.9 
Right-of-use assets obtained in exchange for Operating lease liabilities:$47.0 $26.3 $49.5 
(1)Excludes cash payments for short-term leases, which $0.8 million and $0.5 million, respectively,are not capitalized.
Supplemental balance sheet information related to leases was classified as long-term in the Consolidated Balance Sheets.follows:
Debt Maturities
At the End of Year20232022
(In millions)
Operating lease right-of-use assets$124.0 $121.2 
Other current liabilities$29.1 $35.0 
Operating lease liabilities121.9 105.1 
  Total operating lease liabilities$151.0 $140.1 
Weighted-average discount rate4.27 %3.30 %
Weighted-average remaining lease term7 years6 years
At the end of fiscal 2017,2023, the Company's debt maturities based on outstanding principalof lease liabilities were as follows (in millions):follows:
(In millions)
2024$34.6 
202529.3 
202625.0 
202720.3 
202816.4 
Thereafter47.9 
Total lease payments$173.5 
Less: imputed interest22.5 
Total$151.0 
We signed operating leases for real estate of approximately $21.5 million that have not yet commenced at the end of 2023, and as such, have not been recognized on our Consolidated Balance Sheets. These operating leases are expected to commence in 2024 with lease terms ranging from 1 to 11 years.
Year Payable 
2018$128.4
2019389.4
20200.3
20210.1
2022—
Thereafter400.0
Total$918.2
On February 2, 2018, the Company entered into a $300.0 million Revolving Credit Agreement (the “2018 Interim Credit Facility”), by and between the Company and The Bank of Nova Scotia. For additional discussion, see Note 17 to the consolidated financial statements.
NOTE 8:10: COMMITMENTS AND CONTINGENCIES
Operating Leases and Other Commitments
The Company’s principal facilities are leased under various cancelable and non-cancelable operating leases that expire at various dates through 2025. For tenant improvement allowances and rent holidays, Trimble records a deferred rent liability on the Consolidated Balance Sheets and amortizes the deferred rent over the terms of the leases as reductions to rent expense on the Consolidated Statements of Income.

The estimated future minimum payments required under the Company’s operating lease commitments at the end of fiscal 2017 were as follows (in millions):
2018$35.5
201930.1
202022.5
202119.7
202215.1
Thereafter29.5
Total$152.4
Net rent expense under operating leases was $35.5 million in fiscal 2017, $34.4 million in fiscal 2016, and $34.0 million in fiscal 2015.
At the end of fiscal 2017, the Company2023, we had unconditional purchase obligations of approximately $198.1 million.$618.9 million as compared to $858.8 million at the end of 2022. These unconditional purchase obligations primarily represent (i) open non-cancelablenon-cancellable purchase orders for material purchases with the Company’s vendors. Purchase obligations excludeour inventory vendors, and (ii) various non-cancelable agreements that are cancelable without penalty.

Additionally, the Company haswith certain acquisitions that include additional earn-out cash payments based on estimated future revenues, gross marginsservice providers with minimum or other milestones. At the end of fiscal 2017, the Company had $14.2 million included in Other current liabilities of $0.9 million and Other non-current liabilities of $13.3 million related to these earn-outs, representing the fair value of the contingent consideration.

fixed commitments.
Litigation
On September 2, 2011, Recreational Data Services, LLC filed a lawsuit in the Superior Court for the State of Alaska in Anchorage against Trimble Navigation Limited, Cabela’s Incorporated, AT&T Mobility and Alascom, Inc., alleging breach of contract, breach of fiduciary duty, interference with contract, promissory estoppel, fraud, and negligent misrepresentation. The case was tried in front of a jury in Alaska beginning on September 9, 2014. On September 26, 2014, the jury returned a verdict in favor of the plaintiff and awarded the plaintiff damages of $51.3 million. On January 29, 2015, the court granted our Motion for Judgment Notwithstanding the Verdict, and on March 18, 2015, the Court awarded the Company a portion of its incurred attorneys’ fees and costs, and entered Final Judgment in the Company’s favor in the amount of $0.6 million. The Judgment also provides that the plaintiff take nothing on its claims.  On April 17, 2015, the plaintiff filed a Notice of Appeal to the Alaska Supreme Court.  On March 24, 2017, the Alaska Supreme Court affirmed, in part, and reversed, in part, the trial court's decision.  The Alaska Supreme Court affirmed the trial court's determination that plaintiff had not proven damages and was not entitled to recover any lost profits, and remanded the case to the trial court for an award of nominal damages to plaintiff.  On December 8, 2017, the trial court entered judgment awarding nominal damages (one Dollar) to plaintiff.  On December 22, 2017, plaintiff filed a Petition for Writ of Certiorari with the U.S. Supreme Court seeking further review of the Alaska Supreme Court’s decision. 
From time to time, the Company is alsowe are involved in litigation arising out ofin the ordinary course of our business. There are no other material legal proceedings, other than ordinary routine litigation incidental to the business, to which the Companythat we or any of itsour subsidiaries is a party, or of whichthat any of the Company'sour or its subsidiaries'our subsidiaries’ property is subject.

NOTE 9. CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

The following table summarizes the Company’s available-for-sale securities:

64
At the End of Fiscal Year2017 2016
(In millions)   
Available-for-sale securities:   
  U.S. Treasury securities$9.6
 $11.7
  Municipal debt securities—
 10.0
  Corporate debt securities96.0
 31.7
  Time deposit—
 2.4
  Commercial paper100.1
 77.5
       Total available-for-sale securities$205.7
 $133.3
    
Reported as:   
Cash and cash equivalents$26.8
 $22.2
Short-term investments178.9
 111.1
    Total$205.7
 $133.3
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The gross realized and unrealized gains or losses on the Company's available-for-sale investments as of the end of fiscal 2017 and 2016 were not significant. As of the end of fiscal 2017, the Company considered the decreases in market value on its available-for-sale investmentsIndex to be temporary in nature and did not consider any of the investments to be other-than-temporarily impaired.

The following table presents the contractual maturities of the Company's available-for-sale investments:
Financial Statements
At the End of Fiscal Year2017 2016
(In millions)   
Due in less than 1 year$191.1
 $106.9
Due in 1 to 5 years14.6
 16.4
Due in 5-10 years—
 2.0
Due after 10 years—
 8.0
     Total$205.7
 $133.3

The Company’s available-for-sale securities are liquid and may be sold to fund future operating needs. As a result, the Company recorded all of its available-for-sale securities, not classified as Cash equivalents, in Short-term investments regardless of the contractual maturity date of the securities.

NOTE 10:11: FAIR VALUE MEASUREMENTS
The Company determinesfollowing table summarizes the fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters. Where observable prices or inputs are not available, valuation models are applied. Hierarchical levels, defined by the guidance on fair value measurements are directly related to the amountvalues of subjectivity associated with the inputs to fair valuation of these assets and liabilities, and are as follows:
Level I—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities.
Level II—Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level III—Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
Fair Value on a Recurring Basis

Assets and liabilities measuredfinancial instruments at fair value on a recurring basis for the periods indicated and determined using the following inputs:
Fair Values at the end of 2023Fair Values at the end of 2022
Quoted prices in Active Markets for Identical AssetsSignificant Other Observable InputsSignificant Unobservable InputsQuoted prices in Active Markets for Identical AssetsSignificant Other Observable InputsSignificant Unobservable Inputs
(In millions)(Level I)(Level II)(Level III)Total(Level I)(Level II)(Level III)Total
Assets
Deferred compensation plan (1)
$31.2$—$—$31.2$31.5$—$—$31.5
Derivatives (2)
—0.3—0.3—18.0—18.0
Contingent consideration (3)
——0.30.3——3.13.1
Total assets measured at fair value$31.2$0.3$0.3$31.8$31.5$18.0$3.1$52.6
Liabilities
Deferred compensation plan (1)
$31.2$—$—$31.2$31.5$—$—$31.5
Derivatives (2)
—0.3—0.3—0.2—0.2
Total liabilities measured at fair value$31.2$0.3$—$31.5$31.5$0.2$—$31.7
(1)Represents a self-directed, non-qualified deferred compensation plan for certain executives and other highly compensated employees included in Other non-current assets and Other non-current liabilities on our Consolidated Balance Sheets. The plan is invested in actively traded mutual funds and individual stocks valued using observable quoted prices in active markets.
(2)Represents forward currency exchange contracts, and for 2022, a treasury rate lock contract, all that are categorizedincluded in Other current assets and Other current liabilities on our Consolidated Balance Sheets.
(3)Represents arrangements to receive payments from buyers of our divested companies that are included in Other current assets on our Consolidated Balance Sheets. The fair values are estimated using scenario-based methods based upon estimated future milestones.
At the end of 2022, derivative assets included foreign currency exchange contracts and a treasury rate lock contract, both related to the acquisition of Transporeon and associated debt and were settled in the tables below based upon the lowest levelfirst two quarters of significant input to the valuations.
At the End of Fiscal Year2017 2016
(In millions)Level I Level II Level III Total Level I Level II Level III Total
Assets               
  Available-for-sale securities:               
  U.S. Treasury securities (1)$—
 $9.6
 $—
 $9.6
 $—
 $11.7
 $—
 $11.7
  Municipal debt securities (1)—
 —
 —
 —
 —
 10.0
 —
 10.0
  Corporate debt securities (1)—
 96.0
 —
 96.0
 —
 31.7
 —
 31.7
  Time deposit (1)  —
   —
   2.4
   2.4
  Commercial paper (1)—
 100.1
 —
 100.1
 —
 77.5
 —
 77.5
       Total available-for-sale securities—
 205.7
 —
 205.7
 —
 133.3
 —
 133.3
Deferred compensation plan assets (2)27.1
 —
 —
 27.1
 22.6
 —
 —
 22.6
Derivative assets (3)—
 0.5
 —
 0.5
 —
 0.2
 —
 0.2
Contingent consideration asset (4)—
 —
 —
 —
 —
 —
 7.0
 7.0
Total assets measured at fair value$27.1
 $206.2
 $—
 $233.3
 $22.6
 $133.5
 $7.0
 $163.1
Liabilities               
Deferred compensation plan liabilities (2)$27.1
 $—
 $—
 $27.1
 $22.6
 $—
 $—
 $22.6
Derivative liabilities (3)—
 0.1
 —
 0.1
 —
 0.1
 —
 0.1
Contingent consideration liabilities (5)—
 —
 14.2
 14.2
 —
 —
 4.5
 4.5
Total liabilities measured at fair value$27.1
 $0.1
 $14.2
 $41.4
 $22.6
 $0.1
 $4.5
 $27.2
(1)The Company’s available-for sale securities are valued using readily available pricing sources for comparable instruments, or model-driven valuations using significant inputs derived from or corroborated by observable market data, including yield curves and credit ratings.
(2)The Company maintains a self-directed, non-qualified deferred compensation plan for certain executives and other highly compensated employees. The plan assets and liabilities are invested in actively traded mutual funds and individual stocks valued using observable quoted prices in active markets. Deferred compensation plan assets and liabilities are included in Other non-current assets and Other non-current liabilities, respectively, on the Company's Consolidated Balance Sheets.
(3)Derivative assets and liabilities primarily represent forward currency exchange contracts. The Company typically enters into these contracts to minimize the short-term impact of foreign currency exchange rates on certain trade and inter-company receivables and payables. Derivative assets and liabilities are included in Other current assets and Other current liabilities on the Company's Consolidated Balance Sheets.
(4)Contingent consideration asset represents an arrangement for buyers to pay the Company for a business that it has divested. The fair value is determined based on the Company's expectations of future receipts. Due to the Company's assessment of the recoverability of the contingent consideration asset, the Company recognized an impairment loss of $7.0 million, which is included in Other income, net for fiscal 2017.
(5)Contingent consideration liabilities represent arrangements to pay the former owners of certain companies that Trimble acquired. The undiscounted maximum payment under the arrangements is $50.3 million at the end of fiscal 2017. The fair values are estimated using scenario-based methods or option pricing methods based upon estimated future revenues, gross margins or other milestones. Contingent consideration liabilities are included in Other current liabilities and Other non-current liabilities on the Company's Consolidated Balance Sheets.


2023.
Additional Fair Value Information
The following table provides additionaltotal estimated fair value information relating to the Company’sof all outstanding financial instruments outstanding:

At the End of Fiscal Year2017 2016
(In millions)
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Liabilities:       
Notes$400.0
 $430.4
 $400.0
 $410.6
2014 Credit facility389.0
 389.0
 94.0
 94.0
       Uncommitted facilities128.0
 128.0
 130.0
 130.0
Promissory notes and other debt1.2
 1.2
 0.8
 0.8
that are not recorded at fair value on a recurring basis (debt) was approximately $3.1 billion and $1.5 billion at the end of 2023 and 2022.
The fair value of the Notessenior notes was determined based on observable market prices in less active markets and is categorized accordingly as Level II in the fair value hierarchy. The fair value of the bank borrowings and promissory notes has been calculated using an estimate of the interest rate the Company would have had to pay on the issuance of notes with a similar maturity and discounting the cash flows at that rate, and is categorized as Level II in the fair value hierarchy.II. The fair values do not give an indication ofindicate the amount that the Companywe would currently have to pay to extinguish anythe debt.
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Table of this debt.Contents

Index to Financial Statements
NOTE 11:12: DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS
Deferred Revenue
Changes in our deferred revenue during 2023 and 2022 were as follows:
(In millions)20232022
Beginning balance of the period$737.6 $631.8 
Revenue recognized from prior year-end(607.8)(511.5)
Billings net of revenue recognized from current year631.6 617.3 
Ending balance of the period$761.4 $737.6 
Remaining Performance Obligations
At the end of 2023, approximately $1.8 billion of revenue is expected to be recognized from remaining performance obligations for which goods or services have not been delivered, primarily subscription, software, and software maintenance, and to a lesser extent, hardware and professional services contracts. We expect to recognize $1.2 billion or 70% of our remaining performance obligations as revenue during the next 12 months and the remainder thereafter.
NOTE 13: INCOME TAXES
Income before taxes and the provision (benefit) for taxes consisted of the following:
Fiscal Years2017 2016 2015
2023202320222021
(In millions)     
Income before taxes:     
Income before taxes:
Income before taxes:
United States
United States
United States$38.0
 $68.4
 $55.6
Foreign221.1
 108.3
 96.2
Total$259.1
 $176.7
 $151.8
Provision (benefit) for taxes:
Provision (benefit) for taxes:
Provision (benefit) for taxes:
U.S. Federal:
U.S. Federal:
U.S. Federal:
Current
Current
Current
Deferred
(35.4)
U.S. State:
Current
Current
Current
Deferred
6.2
Foreign:
Current
Current
Current
Deferred
74.9
Income tax provision
Effective tax rateEffective tax rate12.8 %21.0 %14.2 %
66
Provision for taxes:     
US Federal:     
Current$98.6
 $34.0
 $47.5
Deferred0.8
 (14.3) (23.0)
 99.4
 19.7
 24.5
US State:     
Current4.5
 3.5
 5.7
Deferred(1.1) 0.6
 (2.8)
 3.4
 4.1
 2.9
Foreign:     
Current42.7
 28.8
 25.4
Deferred(7.6) (8.1) (21.7)
 35.1
 20.7
 3.7
Income tax provision$137.9
 $44.5
 $31.1
Effective tax rate53% 25% 20%
Table of Contents

Index to Financial Statements
The difference between the tax provision (benefit) at the statutory federal income tax rate and the tax provision (benefit) as a percentage of income before taxes ("(“effective tax rate"rate”) was as follows:

202320222021
Statutory federal income tax rate21.0 %21.0 %21.0 %
Increase (reduction) in tax rate resulting from:
Foreign income taxed at different rates0.8 %4.4 %0.5 %
U.S. State income taxes1.0 %1.0 %1.1 %
Stock-based compensation4.8 %1.2 %(0.8)%
Other U.S. taxes on foreign operations(4.4)%(3.1)%(1.6)%
Foreign-derived intangible income(3.9)%(0.4)%— %
U.S. Federal research and development credits(5.4)%(2.2)%(2.1)%
Tax reserve releases(2.5)%(1.8)%(2.1)%
Intellectual property restructuring and tax law changes— %— %(2.5)%
Other1.4 %0.9 %0.7 %
Effective tax rate12.8 %21.0 %14.2 %
Fiscal Years2017 2016 2015
Statutory federal income tax rate35 % 35 % 35 %
Increase (reduction) in tax rate resulting from:     
Foreign income taxed at lower rates(15)% (10)% (11)%
US State income taxes1 % 2 % 1 %
US Federal research and development credits(3)% (3)% (3)%
       Stock-based compensation2 % 3 % 1 %
Excess tax benefit related to stock-based compensation(3)% — % — %
Effect of U.S. tax law change33 % — % — %
Foreign audit reserve release— % — % (2)%
Divestiture— % (5)% — %
Valuation allowance release - foreign— % — % (3)%
Other3 % 3 % 2 %
Effective tax rate53 % 25 % 20 %

On December 22, 2017, the U.S. government enacted the 2017 Tax CutsOur effective income tax rates for 2023 and Jobs Act (the "Tax Act")2022 were 12.8% and 21.0%.The effective tax rate in fiscal 2017 increased compared to 2016decrease was primarily due to the impact of Tax Act as discussed below and a tax benefit from a divestiture of a non-strategic businessincreases in 2016, partially offset by a favorable change in the geographic mix of pretax income and stock-based compensation tax benefits resulting from the adoption of FASB guidance for stock-based compensation.

The effective tax rateU.S. federal R&D credits and FDII in fiscal 2016 increased compared to 2015 primarily due to the closing of a foreign audit and valuation allowance release in 2015, increase in nondeductible expense,2023, and a change in the geographic mix of pretax income,earnings, partially offset by a tax benefit from a divestiture of a non-strategic business.

The Tax Act imposes a one-time mandatory transition tax on accumulated foreign earnings, which resulted a provisional amount of $126.0 million for the Company. In accordance with 2017 Tax Act taxation of foreign accumulated earnings and profits, the Company reversed its deferred tax liabilities associated with foreign earnings and made appropriate adjustments to certain tax reserves. This resulted in a provisional tax benefit of $46.7 million. The Tax Act reduces the corporate tax rate from 35% to 21% effective January 1, 2018. Since the reduced tax rate has been enacted in 2017, the Company re-measured its ending deferred tax assets and liabilities to reflect the realization at the new 21% corporate tax rate. The re-measurement resulted in a provisional $3.3 million charge to reduce its U.S. deferred tax assets. Finally, a provisional amount of $2.4 million in expense was recorded for state tax and foreign withholding taxes.

In addition, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Act (“SAB 118”), which allows the Company to record provisional amounts during a measurement period not to extend beyond one year from the enactment date. Since the Tax Act was passed latelower stock-based compensation deductions in the fourth quartercurrent year.
67
Table of 2017, ongoing guidance and accounting interpretation are expected over the next year, and significant data and analysis is requiredContents
Index to finalize amounts recorded pursuant to the Tax Act, the Company considers the accounting of the transition tax, deferred tax re-measurements, indefinite reinvestment assertion, and other items to be incomplete due to the forthcoming guidance and its ongoing analysis of final year-end data and tax positions. Also, the Company has not yet determined its policy election as to whether it will recognize deferred taxes for basis differences expected to reverse as Global Intangible Low Taxed Income (“GILTI”) or whether GILTI will be accounted for as a period cost if and when incurred. The Company expects to complete its analysis within the measurement period in accordance with SAB 118.Financial Statements


Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of the Company’s deferred tax assets and liabilities arewere as follows:

At the End of Year20232022
(In millions)  
Deferred tax liabilities:
Global intangible low-taxed income$105.8 $137.8 
Purchased intangibles373.6 121.1 
Operating lease right-of-use assets30.2 29.0 
Other19.7 16.1 
Total deferred tax liabilities529.3 304.0 
Deferred tax assets:
Depreciation and amortization368.2 400.0 
Capitalized research and development98.4 67.5 
Operating lease liabilities36.2 32.8 
U.S. tax credit carryforwards23.5 25.6 
Expenses not currently deductible26.5 30.9 
Net operating loss carryforwards17.9 20.0 
Stock-based compensation16.7 13.8 
Intercompany prepayments36.6 — 
Other60.8 36.6 
Total deferred tax assets684.8 627.2 
Valuation allowance(31.0)(42.6)
Total deferred tax assets653.8 584.6 
Total net deferred tax assets$124.5 $280.6 
Reported as:
Non-current deferred income tax assets$412.3 $438.4 
Non-current deferred income tax liabilities(287.8)(157.8)
Net deferred tax assets$124.5 $280.6 
At the End of Fiscal Year2017 2016
(In millions)   
Deferred tax liabilities:   
Purchased intangibles$69.8
 $91.9
Depreciation and amortization13.1
 11.7
US residual tax on foreign earnings—
 11.3
Total deferred tax liabilities82.9
 114.9
    
Deferred tax assets:   
Inventory valuation differences4.6
 12.9
Expenses not currently deductible18.1
 27.7
US federal tax credit carryforwards0.2
 0.3
Deferred revenue5.8
 6.9
US state tax credit carryforwards21.7
 15.1
Accrued warranty2.0
 3.1
US federal net operating loss carryforwards6.4
 3.8
Foreign net operating loss carryforwards20.2
 31.2
Stock-based compensation21.5
 31.9
Other(4.4) 4.1
Total deferred tax assets96.1
 137.0
Valuation allowance(25.2) (30.6)
Total deferred tax assets70.9
 106.4
Total net deferred tax liabilities$(12.0) $(8.5)
    
Reported as:   
Non-current deferred income tax assets28.4
 30.3
Non-current deferred income tax liabilities(40.4) (38.8)
Net deferred tax liabilities$(12.0) $(8.5)
At the end of fiscal 2017, the Company has2023, we have U.S. federal and foreign net operating loss carryforwards, or NOLs, of approximately $31.3$19.1 million and $100.2$86.3 million, respectively. The U.S. federal NOLs will begin to expire in 2021.2026. There is generally no expiration for the foreign NOLs. Utilization of the Company’sour U.S. federal and state NOLs is subject to annual limitations in accordance with the applicable tax code. The Company hasWe have determined that it is more likely than not that the Companywe will not realize a portion of the foreign NOLs and, accordingly, a valuation allowance has been established for such amount.
The Company has Federal andWe have California research and development credit carryforwards after federal tax benefit of approximately $0.4$35.3 million, and $24.2 million, respectively. The federal tax credit carryforwards will expire beginning 2030. The California research tax creditswhich have an indefinite carryforward period. The Company believesWe believe that it is more likely than not that the Companywe will not realize a significant portion of the California research and development credit carryforwards and, accordingly, a valuation allowance has been established for such amount.

As a result of the Tax Act, we can repatriate foreign earnings back to the U.S. when needed with minimal U.S. income tax consequences. We reinvested a large portion of our undistributed foreign earnings in acquisitions and other investments and intend to bring back a portion of foreign cash that was subject to the transition tax and the global intangible low-taxed income tax. During 2023, we repatriated $371.3 million of our foreign earnings to the U.S.

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Index to Financial Statements
The total amount of the unrecognized tax benefits at the end of fiscal 20172023 was $82.4 million.$88.3 million. A reconciliation of gross unrecognized tax benefit isbenefits was as follows:
202320222021
(In millions)
Beginning balance$76.5 $64.2 $64.1 
Increase related to current year tax positions12.4 23.0 9.6 
(Decrease) increase related to prior years' tax positions7.6 (0.7)1.3 
Settlement with taxing authorities— — (1.3)
Lapse of statute of limitations(8.2)(10.0)(9.5)
Ending balance$88.3 $76.5 $64.2 
Fiscal Years2017 2016 2015
(In millions)     
Beginning gross balance$72.9
 $59.0
 $51.4
Increase (decrease) related to prior years' tax positions(0.6) 7.5
 6.0
Increase related to current year tax positions12.1
 9.9
 6.2
Lapse of statute of limitations(1.6) (1.4) (1.5)
Settlement with taxing authorities(0.4) (2.1) (3.1)
Ending gross balance$82.4
 $72.9
 $59.0
The Company's totalTotal unrecognized tax benefits that, if recognized, would affect itsour effective tax rate were $68.5$59.5 million and $60.5$51.6 million at the end of fiscal 20172023 and 2016, respectively.2022.
The CompanyWe and itsour subsidiaries are subject to U.S. federal, state, and foreign income taxes. The Company hasOur tax years are substantially concludedclosed for all U.S. federal and state income tax auditstaxes for yearsaudit purposes through 2009. State2015. Non-U.S. income tax matters have been concluded for years through 2009 and non-U.S. income tax matters have been concluded for years through 2005. The Company is2008. We are currently in various stages of multiple year examinations by federal,from state and foreign (multiple jurisdictions) taxing authorities. While the Companywe generally believesbelieve it is more likely than not that itsour tax positions will be sustained, it is reasonably possible that future obligations related to these matters could arise. The Company believesWe believe that itsour reserves are adequate to cover any potential assessments that may result from the examinations and negotiations.
In the first quarter of fiscal 2015, the Company received a Notice of Proposed Adjustment from the IRS for the fiscal years 2010 and 2011. The proposed adjustments primarily relate to the valuations of intercompany transfers of acquired intellectual property. The assessments of tax and penalties for the years in question total $67.0 million. In January 2018, the Company and IRS reached agreement to settle certain aspects of the assessments constituting $15.8 million of the total $67.0 million assessment. The Company’s reserves were adequate to cover the agreement. The Company does not agree with the IRS position on the remaining issues, intends to vigorously contest the IRS position, and believes that its reserves are adequate to cover any potential assessments. 
Although timing of the resolution and/or closure of audits is not certain, the Company believes it is reasonably possiblewe do not believe that itsour gross unrecognized tax benefits could decrease (whether by payment, release or a combination of both)would materially change in the next year by up to $6.2 million primarily related to the IRS partial settlement discussed above.twelve months.
The Company’sOur practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company’sOur liability for unrecognized tax benefits including interest and penalties was recorded in Other non-current liabilities in the accompanyingon our Consolidated Balance Sheets. At the end of fiscal 20172023 and 2016, the Company had2022, we accrued $12.7$9.9 million and $9.3$8.4 million respectively, for payment of interest and penalties.


NOTE 12: ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss, net of related tax were as follows:
At the End of Fiscal Year2017 2016
(In millions)   
Accumulated foreign currency translation adjustments$(127.6) $(216.8)
Net unrealized loss on short-term investments(0.2) —
Net unrealized actuarial losses(3.4) (3.1)
     Total accumulated other comprehensive loss$(131.2) $(219.9)



NOTE 13:14: EMPLOYEE STOCK BENEFIT PLANS
Amended and Restated 2002 Stock Plan
In May 2020, our stockholders approved an amendment to the 2002 Stock Plan to increase the number of shares of common stock available for issuance by 18.0 million shares. As such, our Amended and Restated 2002 Stock Plan provides for the granting of incentive and non-statutory stock options and Restricted Stock Units (“RSUs”) for up to 92.6 million shares. At the end of 2023, the remaining number of shares available for grant under the 2002 stock plan was 11.5 million.
Stock-Based Compensation Expense
The following table summarizes the components of stock-based compensation expense recognized in the Company’sour Consolidated Statements of Income for the periods indicated:
202320222021
(In millions)   
Restricted stock units$132.8 $108.7 $110.5 
Stock options1.8 1.1 1.3 
ESPP10.8 10.6 10.8 
Total stock-based compensation expense$145.4 $120.4 $122.6 
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Table of Contents
Index to Financial Statements
Fiscal Years2017 2016 2015
(In millions)     
Restricted stock units$53.3
 $35.9
 $27.9
Stock options5.7
 10.9
 16.6
ESPP5.8
 5.8
 5.6
Total stock-based compensation expense$64.8
 $52.6
 $50.1
Stock-based compensation expense was allocated as follows:
Unrecognized Stock-Based Compensation
202320222021
(In millions)   
Cost of sales$14.6 $12.6 $9.5 
Research and development40.7 28.0 29.5 
Sales and marketing27.1 24.6 21.5 
General and administrative63.0 55.2 62.1 
Total stock-based compensation expense$145.4 $120.4 $122.6 
At the end of fiscal 2017,2023, total unamortized stock-based compensation expense was $111.3$214.9 million, with a weighted-average recognition period of 2.61.8 years.

Restricted Stock Units
2002 Stock Plan
Trimble’s 2002 Stock PlanWe grant RSUs containing only service conditions and RSUs containing a combination of service, performance, and market conditions (“2002 Plan”PSUs”), provides for the granting of incentive and non-statutory stock options and restricted stock units ("RSUs") for up. RSUs containing only service conditions typically vest ratably over a two- to 74.6 million shares plus any shares currently reserved but unissued to employees, consultants, and directors of Trimble. Grants of RSUs reduce the plan reserves by a 1.69 multiplier. Both incentive and non-statutory stock options may be granted at exercise prices thatthree-year service period. PSUs are not less than 100% of the fair market value of Common Stock on the date of grant. Employee stock options under the 2002 plan generally vest over four years with annual or monthly vesting, and expire seven years from the date of grant. RSUs are converted into shares of Trimble common stock upon vesting on a one-for-one basis, except those with market-based or performance-based vesting conditions, in which case the number of shares may be greater. Time-based RSUs granted to employees generally vest over four years, and those granted to non-employee directors generally vest after one year. Market-based and performance-based RSUs granted to executive officers and other senior employees generallyand vest after two to three years. Additionally, RSUs granted to certain executive officers may vest earlier upon their retirement meeting agea three-year service period.
The fair value at the grant date is determined by (a) the closing price of our common stock for awards containing only service or both service and performance conditions, or (b) the Monte Carlo valuation model for awards containing both service and market conditions. As of the end of fiscal 2017,
For PSUs, the number of shares available forreceived at vesting will range from 0% to 220% of the target grant under the 2002 stock plan was 16.1 million.
Restricted Stock Units
The following table summarizes the Company’s RSU activity during fiscal 2017:
 Restricted Stock Units Outstanding
 Restricted
Stock  Units		 Weighted Average
Grant-Date Fair Value
(In millions, except for per share data)   
Outstanding at the beginning of year4.7
 $26.40
Granted (1)2.0
 $40.19
Shares released, net(1.4) $28.06
Cancelled and Forfeited(0.2) $30.58
Outstanding at the end of year5.1
 $31.71
(1) During fiscal year 2017, the Company granted approximately 1.3 million time-based RSUs, 0.5 million performance-based RSUs and 0.2 million market-based RSUs. As of fiscal year end 2017, the Company has 1.7 million market-based and performance-based RSUs outstanding and none had vested as of fiscal 2017 year end.

The following table summarizes information about restricted stock units outstanding as of fiscal 2017:
 Number
Of  Shares Underlying Restricted Stock Units
(in millions)		 
Weighted-
Average
Remaining
Vesting Period
 (in years)
 Aggregate
Fair Value
(in millions)
Expected to vest (1)4.7
 1.40 $192.9
(1) For those shares expected to vest upon the achievement of specified performance goals, the amount represents of estimated number of shares that expect to vest based on the estimated achievement of such specifiedeither market conditions or performance goals as of the end of fiscal 2017.
The fair value of restricted stock units expected to vest as of fiscal 2017 is calculated based on the fair value of the Company’s common stock as of the end of fiscal 2017.
Fair value of Time-Based Restricted Stock Units and Performance-Based Restricted Stock Units
Time-based RSUs are service-based awards and vest over time based on continued employment. Performance-based RSUs ("PSUs") vest upon the achievement of specified performance goals, as well as continued employment, and the expense recognized is based upon the expected achievement of such goals. The fair value of time-based RSUs and PSUs is measured on the grant date using the fair value of Trimble’s common stock.
Fair Value of Market-Based Restricted Stock Units
RSUs with market-based vesting conditions vest based on the achievement of the Company’sor, in some cases, both. Market conditions consider our relative total stockholder return ("TSR"(“TSR”) of itsour common stock as compared to the TSR of the constituents of the S&P 500 over the vesting period. Performance conditions consider the achievement of our financial results or metrics over the vesting period.
2023 Restricted Stock Units Outstanding
Number of Units (1)
Weighted Average
Grant-Date Fair Value per Share
(In millions, except for per share data)  
Outstanding at the beginning of year4.0 $67.32 
Granted (2)
3.9 49.93 
Shares vested, net (2)
(1.7)61.44 
Canceled and forfeited(0.7)56.39 
Outstanding at the end of year5.5 $58.23 
(1)    Includes 0.9 million PSUs granted, 0.1 million PSUs vested, 0.2 million PSUs cancelled and forfeited, and 1.2 million PSUs outstanding at the startend of the performance period. year.
(2)    Excludes approximately 0.1 million PSUs related to achievement above target levels at the vesting date and approximately 0.1 million PSUs related to shares cancelled due to achievement below target levels.
The weighted-average grant date fair value of RSUs with market-based vesting conditions is measured on the grant date using a Monte Carlo simulation with the following weighted-average assumptions:
Fiscal Years201720162015
Expected life of Market-Based Restricted Stock Units3.0 years
3.1 years
2.6 years
Expected stock price volatility31.46%33.8%30.9%
Risk free interest rate1.46%0.9%0.9%
Expected dividend yield—
—
—
The weighted average grant-date fair value per share ofall RSUs granted during fiscal years 2017, 2016,2023, 2022, and 20152021 was $40.19, $26.13,$49.93, $73.32, and $23.22$78.44 per share, respectively.share. The fair value of all RSUs vested during fiscal years 2017, 2016,2023, 2022, and 20152021 was $40.4$110.1 million, $33.6$108.3 million, and $16.3 million, respectively.
Stock options
The Company did not issue stock options during fiscal 2017. During fiscal 2016 and 2015, stock options issued by the Company were de minimis.

The following table summarizes information about stock options outstanding as of fiscal 2017 year end:
 
Number
Of  Shares
(in millions)
 
Weighted-
Average
Exercise  Price
per Share
 
Weighted-
Average
Remaining
Contractual Term
(in years)
 
Aggregate
Intrinsic
Value
(in millions)
Outstanding at the beginning of year7.6
 $24.60
    
Option exercised(3.2) 22.52
    
Cancelled and Forfeited—
 25.97
    
Outstanding at the end of year4.4
 26.12
 2.17 $63.8
Options exercisable4.1
 $26.07
 2.04 $60.1
The total intrinsic value of options exercised during fiscal 2017, 2016 and 2015 was $41.1 million, $36.0 million, and $13.9 million, respectively.

Fair Value of Stock Options
The fair value of stock options is measured on the grant date using a binomial valuation model. The weighted average grant-date fair value per share of stock options granted during fiscal years 2016 and 2015 was $6.03, and $7.36, respectively. The fair value of all stock options vested during fiscal years 2017, 2016 and 2015 was $6.5 million, $14.6 million, and $18.3 million, respectively.$81.4 million.
Employee Stock Purchase Plan
The Company hasWe have an Employee Stock Purchase Plan (“Purchase Plan”)ESPP under which our stockholders have approved an aggregate of 39.0 million shares of Common Stock have been approvedcommon stock for issuance to eligible employees as approved byemployees. The fair value at the stockholders to date.grant date is based on the Black-Scholes valuation model. The plan permits eligible employees to purchase Common Stockcommon stock through payroll deductions at 85% of the lower of the fair market value of the Common Stockcommon stock at the beginning or at the end of each offering period, which is generally six months. Rights to purchase shares are granted during the first and third quarter of each fiscal year. The Purchase PlanESPP terminates on March 15, 2027. In fiscal 2017, 2016,2023, 2022, and 2015,2021, 0.8 million, 1.10.6 million, and 1.00.6 million shares were issued, respectively, representing $20.4$35.7 million, $19.1$34.7 million, and $18.1$33.4 million in cash received for the issuance of stock under the Purchase Plan.ESPP. At the end of fiscal 2017,2023, the number of shares reserved for future purchases by eligible employees was 9.04.6 million.
Fair Value
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Table of Share Purchase RightsContents
The fair value of the share purchase rights granted under the Purchase Plan are valued using the Black-Scholes option pricing model with the following weighted-average assumptions:
Index to Financial Statements
Fiscal Years2017 2016 2015
Expected life of purchase0.5 years
 0.5 years
 0.5 years
Expected stock price volatility (1)32.1% 36.9% 31.3%
Risk free interest rate0.70% 0.41% 0.08%
Expected dividend yield—
 —
 —
(1) Expected stock price volatility is based on implied volatilities from traded options on the Company’s stock. The Company used implied volatility because it is representative of future stock price trends during the purchase period.

NOTE 14:15: COMMON STOCK REPURCHASE
In November 2014, the Company'sAugust 2021, our Board of Directors approved a stock repurchase program ("2014(“2021 Stock Repurchase Program"Program”), authorizing the Company to repurchase up to $300.0$750.0 million in repurchases of Trimble’sour common stock. In August 2015,At the Company’send of 2023, the 2021 Stock Repurchase Program had remaining authorized funds of $115.3 million.
On January 28, 2024, our Board of Directors approved a new stock repurchase program ("2015(“2024 Stock Repurchase Program"Program”), authorizing the Company to repurchase up to $400.0$800.0 million in repurchases of Trimble’s common stock, replacing the 2014 Stock Repurchase Program. In September 2015, the Company entered into an accelerated share repurchase agreement, or ASR, with an investment bank for $75.0 million. In November 2017, the Company’s Board of Directors approved a stock repurchase program ("2017 Stock Repurchase Program"), authorizing the Company to repurchase up to $600.0 million of Trimble’sour common stock. The share2024 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 and replacesdate.
According to the 20152024 Stock Repurchase Program, which was completed.
Under the share repurchase program, the Companywe may repurchase sharesstock from time to time inthrough accelerated share repurchase programs, open market transactions, privately negotiated transactions, accelerated share buyback programs,block purchases, tender offers, or by other means. The timing and amountactual number of repurchase transactionsany shares repurchased will be determined by the Company’s management baseddepend on its evaluationa variety of factors, including market conditions, our share price, other available uses of capital, applicable legal requirements, and other factors. The program2024 Stock Repurchase Program may be suspended, modified, or discontinued at any time without prior notice. At the end of fiscal 2017, the 2017 Stock Repurchase Program had remaining authorized funds of $442.2 million.notice.
During fiscal 2017, the Company2023, 2022, and 2021, we repurchased approximately 7.42.4 million, 6.0 million, and 2.1 million shares of common stock in open market purchases at an average price of $39.18$42.50, $65.90, and $85.75 per share for a total of $288.3$100.0 million, under the 2017$394.7 million, and 2015 Stock Repurchase Programs.$180.0 million.
During fiscal 2016, the Company repurchased approximately 4.9 million shares of common stock in open market purchases, at an average price of $24.39 per share, for a total of $119.5 million under the 2015 Stock Repurchase Program.
During fiscal 2015, the Company repurchased approximately 7.5 million shares of common stock in open market purchases, at an average price of $21.29 per share, for a total of $159.4 million. This total includes $75.1 million and $84.3 million of open market purchases completed under the 2015 and 2014 Stock Repurchase Programs, respectively. The ASR was completed in December 2015 and resulted in the aggregate repurchase of approximately 3.7 million shares of common stock with a volume weighted average price of $20.11 per share.

Stock repurchases are reflected as a decrease to common stock based on par value and additional-paid-capital based onadditional-paid-in-capital, determined by the average book value per share for allof outstanding sharesstock, calculated at the time of each individual repurchase transaction. The excess of the purchase price over this average for each repurchase was charged to retained earnings. As a result of the 2017 repurchases, retained earnings was reduced by $246.0 million in fiscal 2017. Common stock repurchases under the program were recorded based upon the trade date for accounting purposes.As a result of the 2023 repurchases under the 2021 Stock Repurchase Program, retained earnings was reduced by $79.0 million in 2023.
NOTE 15: STATEMENT OF CASH FLOW DATA
Fiscal Years2017 2016 2015
(In millions)     
Supplemental disclosure of cash flow information:     
Interest paid$28.4
 $27.3
 $26.5
Income taxes paid$46.6
 $57.4
 $54.0

NOTE 16: SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Trimble has a 52-53 week fiscal year, ending on the Friday nearest to December 31. Both fiscal 2017 and 2016 were a 52-week year.
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Fiscal Period2017 2017 2017 2017
(in millions, except per share data)       
Revenue$613.9
 $661.9
 $670.0
 $708.4
Gross margin326.6
 346.5
 349.5
 370.0
Net income (loss) attributable to Trimble Inc.50.5
 49.9
 55.7
 (35.0)
Basic net income (loss) per share0.20
 0.20
 0.22
 (0.14)
Diluted net income (loss) per share0.20
 0.19
 0.22
 (0.14)
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Fiscal Period2016 2016 2016 2016
(in millions, except per share data)       
Revenue$583.0
 $609.6
 $584.1
 $585.5
Gross margin300.6
 315.6
 309.0
 312.8
Net income attributable to Trimble Inc.19.8
 35.7
 39.2
 37.7
Basic net income per share0.08
 0.14
 0.16
 0.15
Diluted net income per share0.08
 0.14
 0.15
 0.15

NOTE 17:16: SUBSEQUENT EVENTSEVENT

Reporting Segment Change
On February 2, 2018,Considering the Company entered intopending AGCO JV transaction and our CODM’s revised organizational structure, effective in the first quarter of 2024, we reorganized our businesses under a Stock Purchase Agreement (the “Purchase Agreement”)new structure. This structure brings similar businesses together, which is expected to enhance our ability to achieve scale and growth consistent with e-Builder, Inc., a Florida corporation (“e-Builder”),our strategy. Beginning with the first quarter of 2024, our reporting segments, and the stockholdersresults of e-Builder identified therein.  Upon the termsthose segments, will be reorganized to reflect how our CODM assesses performance and subjectallocates resources. The new reporting segments will be as follows:
•Architecture, Engineering, and Construction and Owner Software (“AECO Software”). This segment primarily provides software solutions, which sell through a direct channel to conditions set forthcustomers in the Purchase Agreement, Trimble acquired all ofconstruction industry.
•Field Systems. This segment primarily includes hardware-centric businesses, which sell through dealer partner channels.
•Transportation and Logistics (“T&L”). This segment will primarily maintain the issuedhistorical businesses from the previous Transportation segment, which serves customers working in long haul trucking and outstanding shares of common stock of e-Builder for a total purchase price of $500.0 million, subject to certain adjustments describedfreight shipper markets.
We will report the new segment information beginning in the Purchase Agreement.  The Purchase Agreement contains representations, warranties and covenants by the parties that are customary for a transactionfirst quarter of this nature. The acquisition closed on February 2, 2018 and e-Builder is now a wholly-owned subsidiary of Trimble.

e-Builder is a SaaS-based construction program management solution for capital program owners and program management firms. e-Builder extends the Company’s ability to accelerate industry transformation by providing an integrated project delivery solution for owners, program managers and contractors across the design, construct and operate lifecycle. The e-Builder business will be reported as part of the Buildings and Infrastructure segment.

On February 2, 2018, the Company entered into a $300.0 million Revolving Credit Agreement, by and between the Company and The Bank of Nova Scotia. The Credit Agreement provides for an unsecured revolving loan facility in the aggregate principal amount of $300.0 million.2024. As of February 2, 2018, after giving effectand for the year of 2023, our CODM continued to the borrowings made on the closing date, the Company had outstanding $300.0 million aggregate principal amount of revolving loans under this credit facility.

The Company may borrow, repay and reborrow funds under the 2018 Interim Credit Facility until its maturity on January 31, 2019. Borrowings under the 2018 Interim Credit Facility will bear interest,review financial information at the Company's option, at either: (i) a floating per annum base rate determined by referencecurrent segment level; therefore, these changes had no impact on our reporting structure for 2023.
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Index to the highest of: (a) The Bank of Nova Scotia’s prime rate; (b) 0.50% per annum above the federal funds effective rate; and (c) LIBOR for an interest period of one month; plus a margin equal to 0.125%, (ii) a fixed per annum rate based on LIBOR plus a margin of 1.125% or (iii) an interest rate agreed between us and The Bank of Nova Scotia. The 2018 Interim Credit Facility contains various customary representations and warranties and affirmative and negative covenants that are substantially the same as those contained in the 2014 Credit Facility.Financial Statements



Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Trimble Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Trimble Inc. (the Company) as of December 29, 20172023 and December 30, 2016,2022, the related consolidated statements of income, comprehensive income, stockholders'stockholders’ equity and cash flows for each of the three years in the period ended December 29, 2017,2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the "consolidated“consolidated financial statements"statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 29, 20172023 and December 30, 2016,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 29, 2017,2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 29, 2017,2023, based on criteria established in Internal Control-IntegratedControl–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 20182024 expressed an unqualifiedadverse opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition – Identification of Performance Obligations
Description of the Matter
As described in Note 1 to the consolidated financial statements, the Company enters into contracts that can include various combinations of products and services. Determining whether products or services are considered distinct performance obligations that should be recognized separately or combined into a single performance obligation may sometimes require significant judgment.

Auditing the Company's determination of distinct performance obligations was complex due to the effort involved in assessing whether the various product and service offerings promised within each contract are separate performance obligations or should be combined into a single performance obligation.

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Index to Financial Statements
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company's internal controls over the evaluation of the relevant terms of its contracts, and the appropriate identification of distinct performance obligations.

Our audit procedures included evaluating management’s revenue recognition policy which included the application of management’s judgment in the identification of performance obligations. Among other procedures to evaluate management’s identification and determination of the distinct performance obligations, we read executed contracts for a sample of sales transactions to understand the terms in the customer agreement and evaluated the appropriateness of management’s application of the Company’s accounting policy. We evaluated the accuracy of the Company’s contract summary documentation, specifically related to the identification and determination of distinct performance obligations, and the related revenue recognition. Finally, we assessed the appropriateness of the related disclosures in the consolidated financial statements.

Business Combination – Customer Relationships and Developed Technology
Description of the Matter
During fiscal year 2023, the Company completed the acquisition of Transporeon for consideration of $2.1 billion, as disclosed in Note 3 to the consolidated financial statements. The transaction was accounted for as a business combination.

Auditing the Company's accounting for its acquisition of Transporeon was complex due to the significant estimation uncertainty in the Company’s determination of the fair value of identified intangible assets, which principally consisted of developed technology and customer relationships. The significant estimation uncertainty was primarily due to the sensitivity of the respective fair values to underlying assumptions about the future performance of the acquired business. The Company used a discounted cash flow model to measure the developed technology and customer relationship intangible assets. The significant assumptions used to estimate the value of these intangible assets included certain assumptions that form the basis of the forecasted results, specifically, critical estimates when valuing intangible assets include expected future cash flows based on consideration of revenue, revenue growth rates, customer attrition rates, royalty rates, and discount rates. These significant assumptions are forward looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our AuditTo test the estimated fair value of the developed technology and customer relationships intangible assets, we performed audit procedures that included, among others, evaluating the Company's selection of the valuation methodology, evaluating the methods and significant assumptions used by the Company, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. For example, we compared the significant assumptions to current industry, market and economic trends and to the Company's budgets and forecasts, and Transporeon’s historical operating results. We involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimates. Our valuation specialists’ procedures included, among others, developing a range of independent estimates for the discount rates used in the valuation models and comparing those to the discount rates selected by management.
/s/ Ernst & Young LLP


We have served as the Company’s auditor since 1986.
San Jose, California

February 26, 20182024

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Index to Financial Statements
Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Trimble Inc.

Opinion on Internal Control overOver Financial Reporting

We have audited Trimble Inc.’s internal control over financial reporting as of December 29, 2017,2023, based on criteria established in Internal Control-IntegratedControl–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Trimble Inc. (the Company) has not maintained in all material respects, effective internal control over financial reporting as of December 29, 2017,2023, based on the COSO criteria.
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 the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. Management has identified a material weakness related to the accounting for the Company’s business combination of Transporeon, including 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.
As indicated in the accompanying Management'sManagement’s Annual Report on Internal Control over Financial Reporting, management'smanagement’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of all current year acquisitions,businesses acquired in 2023, which are included in the 20172023 consolidated financial statements of the Company and constituted approximately 2% and 1%3% of totalboth tangible assets and net assets, respectively,revenue as of December 29, 2017, and approximately 2% and (6%) of revenues and net income, respectively, for the year then ended.ended December 29, 2023. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of all current year acquisitions.the businesses acquired in 2023.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 29, 20172023 and December 30, 2016,2022, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 29, 2017,2023, and the related notesnotes. This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2023 consolidated financial statement schedule listed in the Index at Item 15(a)statements, and this report does not affect our report dated February 26, 20182024, which expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management'sManagement’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control overOver Financial Reporting
A company’s internal control over financial reporting is a process 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Index to Financial Statements
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP
San Jose, California

February 26, 20182024

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Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation ofManagement, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”))Act), as of the end of the period covered by this report. Based on such evaluation, our Chief Executive OfficerCEO and Chief Financial OfficerCFO have concluded that our disclosure controls and procedures were not effective as of the end of such period our disclosure controls and procedures are effective.because of the material weakness in internal control over financial reporting described below.
Inherent Limitations on Effectiveness of Controls
The Company’s management, including the CEO and CFO,Management does not expect that ourthe internal control over financial reporting will prevent or detect all errorerrors and all fraud. A control system, no matter how well designedwell-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
(b) Management’s Annual Report on Internal Control over Financial Reporting
The Company’s managementManagement is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). OurThe 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.
The Company’s management, including the CEO and CFO,Management conducted an evaluation of the effectiveness of itsthe 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). 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 hascorrected 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 itsour evaluation of the internal control over financial reporting of all current year acquisitions, which are included in the December 29, 2017 consolidated financial statements andinternal controls. The excluded businesses constituted approximately 2% and 1%3% of totalboth tangible assets and net assets, respectively,revenue as of December 29, 2017, and approximately 2% and (6%) of revenue and net income, respectively, for the year then ended. Based on the results of this evaluation, the Company’s management concluded that its internal control over financial reporting was effective at the end of fiscal 2017.ended December 29, 2023.
The effectiveness of our internal control over financial reporting at the end of fiscal 20172023 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included elsewhere herein.
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.
Changes in Internal Control over Financial Reporting
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During the fourth quarter of fiscal 2017,2023, there were no changes in the Company’sour internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’sour internal control over financial reporting.

Item 9B. Other Information
None.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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item, insofar as it relates to Trimble’sour directors, will be contained under the captions “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement and is incorporated herein by reference. The information required by this item relating to executive officers is set forth above in Item 1 Business Overview under the caption “Executive Officers.”
The information required by this item insofar as it relates to the nominating and audit committees will be contained in the Proxy Statement under the caption “Board Meetings and Committees; Director Independence.”
Code of Ethics
The Company’sOur Business Ethics and Conduct Policy applies to, among others, the Company’sour Chief Executive Officer, Chief Financial Officer, PrincipalChief Accounting Officer, and other finance organization employees. TheWe make available our Business Ethics and Conduct Policy is available on the Company’sfree of charge through our website at www.trimble.com under the heading “Corporate Governance - Governance Documents” on the Investor Relations page of our website. A copy will be provided, without charge, to any stockholder who requests one by written request addressed to General Counsel, Trimble Inc., 935 Stewart Drive, Sunnyvale, CA 94085.page.
If any substantive amendments to the Business Ethics and Conduct Policy are made or any waivers are granted, including any implicit waiver, from a provision of the Business Ethics and Conduct Policy, to its Chief Executive Officer, Chief Financial Officer, Vice President of Finance, or Corporate Controller, the CompanyChief Accounting Officer, we will disclose the nature of such amendment or waiver on the Company’sour website at www.trimble.com or in a report on Form 8-K. The contents of these websites are not intended to be incorporated by reference into this report or in any other report or document we file or furnish with the SEC, and any reference to these websites are intended to be inactive textual references only.
Item 11. Executive Compensation
The information required by this item will be contained in the Proxy Statement under the captions “Executive Compensation” and “Non-Employee Director Compensation” and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be contained in the Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be contained in the Proxy Statement under the caption “Certain Relationships and Related Person Transactions” and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The information required by this item will be contained in the Proxy Statement under the caption “Principal Accounting Fees and Services” and is incorporated herein by reference.

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PART IV

Item 15. Exhibits and Financial Statement Schedules.
(a)  (1) Financial Statements
The following consolidated financial statements required by this item are included in Part II Item 8 hereof under the caption “Financial Statements and Supplementary Data.”
Page in this
Annual Report
on Form 10-K
5244
5345
5446
5447
5548
5649
8672
(1) (2) Financial Statement Schedules
The followingAll financial statement schedule is filed as part of this report:
Page in this
Annual Report
on Form 10-K
Schedule II—Valuation and Qualifying Accounts
97
All other schedules have been omitted, as they are either notsince the required orinformation is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required information is included in the consolidated financial statements or theand accompanying notes thereto.included in this report.
(b)(3) Exhibits
We have filed, or incorporated into the Report by reference, the exhibits listed on the accompanying Index to Exhibits immediately followingpreceding the signature page of this Form 10-K.report.

Item 16. Form 10-K Summary.
None.

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INDEX TOEXHIBITS

Exh. No.Description of Exhibit
Filed herewith or
incorporated by reference to:
2.1 *Exh. 2.1 to Form 8-K/A filed Dec. 21, 2022
2.2Exh. 10.1 to Form 8-K/A filed Sep. 29, 2023
3.1Exh. 3.1 to Form 8-K filed Oct. 3, 2016
3.2Exh. 3.1 to Form 8-K filed Dec. 11, 2023
4.1Exh. 4.2 to Form 10-K filed Feb. 28, 2020
4.2(A)Exh. 4.2 to Form S-3 filed Oct. 30, 2014
4.2(B)Exh. 4.1 to Form 8-K filed Nov. 24, 2014
4.2(C)Exh. 4.2 to Form 8-K filed Oct. 3, 2016
4.2(D)Exh. 4.1 to Form 8-K filed Jun. 15, 2018
4.2(E)Exh. 4.1 to Form 8-K filed March 9, 2023
10.1(A)
Credit Agreement, dated March 24, 2022, by and among Trimble Inc., the borrowing subsidiaries party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent
Exh. 10.1 to Form 8-K filed Mar. 30. 2022
10.1(B)Exh. 10.2 to Form 8-K filed Dec. 30, 2022
10.1(C)Exh. 10.1 to Form 10-Q filed Aug. 4, 2023
10.1(D)Exh. 10.1 to Form 8-K filed Dec. 30, 2022
10.2+Exh. 10.1 to Form 8-K filed Nov. 15, 2017
10.3+Exh. 10.1 to Form 8-K filed Feb. 28, 2022
10.4+Exh. 10.1 to Form 10-Q filed Nov. 3, 2023
10.5+Exh. 10.2 to Form 10-Q filed Nov. 6, 2020
10.6+Exh. 10.5 to Form 10-Q filed May 3, 2023
10.7(A)+App. B of Form DEF 14A filed Mar. 23, 2017
10.7(B)+Exh. 10.5 to Form 10-Q filed Nov. 10, 2015
10.8(A)+App. B of Form DEF 14A filed Apr. 15, 2020
10.8(B)+Exh. 10.2 to Form 10-Q filed Nov. 7, 2014
10.8(C)+Exh. 10.3 to Form 10-Q filed Nov. 7, 2014
10.8(D)+Exh. 10.1 to Form 10-Q filed Nov. 10, 2015
10.8(E)+Exh. 10.2 to Form 10-Q filed May 3, 2023
10.8(F)+Exh. 10.2 to Form 10-Q filed Nov. 10, 2015
10.8(G)+Exh. 10.6 to Form 10-Q filed Nov. 10, 2015
10.8(H)+Exh. 10.30 to Form 10-K filed Feb. 24, 2017
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10.8(I)+Exh. 10.4 to Form 10-Q filed Aug. 8, 2017
10.8(J)+Exh. 10.5 to Form 10-Q filed Aug. 8, 2017
10.8(K)+Exh. 10.1 to Form 10-Q filed Aug. 2, 2019
10.8(L)+Exh. 10.9(K) to Form 10-K filed Feb. 28, 2020
10.8(M)+Exh. 10.2 to Form 10-Q filed Aug. 9, 2021
10.8(N)+Exh. 10.1 to Form 10-Q filed May 5, 2022
10.8(O)+Exh. 10.3 to Form 10-Q filed May 3, 2023
10.8(P)+Exh. 10.4 to Form 10-Q filed May 3, 2023
10.9+Exh. 10.1 to Form 8-K filed Feb. 25, 2021
10.10+Exh. 10.1 to Form 10-Q filed Aug. 8, 2017
10.11+Exh. 10.2 to Form 10-Q filed Aug. 8, 2017
10.12+Exh. 10.15 to Form 10-K filed Feb. 26, 2021
10.13+Exh. 10.16 to Form 10-K filed Feb. 26, 2021
21.1Filed herewith
23.1Filed herewith
24.1Power of Attorney (included on signature page herein)
31.1Filed herewith
31.2Filed herewith
32.1Filed herewith
32.2Filed herewith
101++The following financial statements from this Annual Report on Form 10-K, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags
104++The cover page from this Annual Report on Form 10-K, formatted in Inline XBRL
*    Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to supplementally furnish an unredacted copy of this exhibit to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, to the extent so furnished.
+    Indicates management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10–K.
++    Pursuant to applicable securities laws and regulations, the Company is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as the Company has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements.

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
TRIMBLE INC.
By:
By:
/S/    STEVEN W. BERGLUND        ROBERT G. PAINTER
Steven W. Berglund,
Robert G. Painter,
President and Chief Executive Officer
February 26, 20182024

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POWER OF ATTORNEY
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Steven W. BerglundRobert G. Painter as his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this Report of this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature
SignatureCapacity in which Signed
/s/    STEVEN W. BERGLUND   
Steven W. BerglundROBERT G. PAINTER
Robert G. Painter
President, Chief Executive Officer, DirectorFebruary 26, 20182024
/s/    ROBERT   DAVID G. PAINTERBARNES
RobertDavid G. PainterBarnes
Chief Financial Officer (Principal
(Principal Financial Officer)		February 26, 20182024
/s/ JULIE A. SHEPARD  
Julie A. Shepard
Chief Accounting Officer (Principal
(Principal Accounting Officer)		February 26, 20182024
/s/    JAMES C. DALTON
James C. Dalton
DirectorFebruary 26, 2024
/s/     MERIT E. JANOW   
Merit E. JanowBORJE EKHOLM
Börje Ekholm
DirectorFebruary 26, 20182024
/s/    MEAGHAN LLOYD 
Meaghan Lloyd
DirectorFebruary 26, 2018
/s/    ULF J. JOHANSSON
Ulf J. Johansson
DirectorFebruary 26, 2018
/s/    RON S. NERSESIAN       
Ron S. Nersesian
DirectorFebruary 26, 2018
/s/    MARK S. PEEK
Mark S. Peek
DirectorFebruary 26, 2018
/s/    NICKOLAS W. VANDE STEEG 
Nickolas W. Vande Steeg
DirectorFebruary 26, 2018
/s/    KAIGHAM (KEN) GABRIEL

Kaigham (Ken) Gabriel
DirectorFebruary 26, 20182024
/s/    MEAGHAN LLOYD       
Meaghan Lloyd
DirectorFebruary 26, 2024
/s/   RON NERSESIAN
Ron Nersesian
DirectorFebruary 26, 2024
/Johan Wiberghs/    MARK S. PEEK
Mark S. Peek
DirectorFebruary 26, 2024
/s/    KARA SPRAGUE
Kara Sprague
DirectorFebruary 26, 2024
/s/    THOMAS W. SWEET
Thomas W. Sweet
DirectorFebruary 26, 2024
/s/    JOHAN WIBERGH
Johan Wibergh
DirectorFebruary 26, 2024

INDEX TOEXHIBITS

Exhibit
Number
2.1
Agreement and Plan of Merger, dated September 30, 2016, between Trimble Inc. and Trimble Navigation Limited (Incorporated by reference to exhibit number 2.1 to the Company's Current Report on Form 8-K, filed on October 3, 2016)

3.1
Certificate of Incorporation of Trimble Inc. (Incorporated by reference to exhibit number 3.1 to the Company’s Current Report on Form 8-K, filed on October 3, 2016)

3.2
By-Laws of Trimble Inc. (Incorporated by reference to exhibit number 3.2 to the Company’s Current Report on Form 8-K, filed on October 3, 2016)

4.1
Form of Common Stock Certificate of Trimble Inc. (Incorporated by reference to exhibit number 4.1 to the Company’s Current Report on Form 8-K, filed on October 3, 2016)

4.2
Indenture, dated as of October 30, 2014, between the Company and U.S. Bank National Association (Incorporated by reference to exhibit number 4.2 to the Company’s Registration Statement on Form S-3, filed October 30, 2014)

4.3
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) (Incorporated by reference to exhibit number 4.1 to the Company’s Current Report on Form 8-K, filed November 24, 2014)

4.4
Second Supplemental Indenture, dated October 1, 2016, between Trimble Inc., Trimble Navigation Limited and U.S. Bank National Association (Incorporated by reference to exhibit number 4.2 to the Company’s Current Report on Form 8-K, filed October 3, 2016)

10.1+
Employment Agreement between the Company and Steven W. Berglund dated March 17, 1999 (Incorporated by reference to exhibit number 10.67 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 1999)

10.2+
Amendment to Employment Agreement between the Company and Steven W. Berglund dated December 19, 2008 (Incorporated by reference to exhibit number 10.14 to the Company’s Annual Report on Form 10-K for the year ended January 2, 2009)

10.3+
Form of Indemnification Agreement between the Company and its officers and directors (Incorporated by reference to exhibit number 10.1 to the Company’s Current Report on Form 8-K filed on November 15, 2017)

10.4+
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.  (Incorporated by reference to exhibit number 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017)

10.5+
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. (Incorporated by reference to exhibit number 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017)

10.6+
Annual Management Incentive Plan Description (Incorporated by reference to exhibit number 10.1 to the Company’s Quarterly Report on Form 10_Q for the quarter ended March 31, 2017)

10.7+
Incentive Compensation Recoupment Policy (Incorporated by reference to exhibit number 99.1 to the Company’s current report on Form 8-K filed, filed May 8, 2017)

10.8+
Letter of assignment between the Company and Christopher Gibson dated June 11, 2008 (Incorporated by reference to exhibit number 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)


10.9+
Amendment to the letter of assignment between the Company and Christopher Gibson dated December 20, 2009 (Incorporated by reference to exhibit number 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)

10.10+
Board of Directors Compensation Policy (effective as of May 7, 2015) (Incorporated by reference to exhibit number 10.1 to the Company’s Current Report on Form 8-K filed on May 11, 2015)
10.11+
Deferred Compensation Plan effective December 30, 2004, as amended and restated (Incorporated by reference to exhibit number 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended October 2, 2015)

10.12
Lease dated May 11, 2005 between Carr America Realty Operating Partnership, L.P. and the Company (Incorporated by reference to exhibit number 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 30, 2005)

10.13
First Amendment to Lease between Carr NP Properties, LLC and the Company (Incorporated by reference to exhibit number 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)

10.14
Second Amendment, dated May 3, 2017, to Lease between the Company and Wilson Oakmead West, LLC (successor in interest to Carr NP Properties, LLC) (Incorporated by reference to exhibit number 10.6 to the company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017)
10.15**
Master Manufacturing Services Agreement by and between the Company and Flextronics Corporation (formerly Solectron Corporation) dated March 12, 2004, as amended January 19, 2005, October 25, 2005 and June 20, 2007 (Incorporated by reference to exhibit number 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2009)

10.16**
Consigned Excess Inventory Addendum to the Master Manufacturing Services Agreement by and between the Company and Flextronics Corporation (formerly Solectron Corporation) dated July 6, 2009 (Incorporated by reference to exhibit number 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2009)
10.17
Five-Year Credit Agreement, dated as of November 24, 2014, among the Company, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Incorporated by reference to exhibit number 10.1 to the Company’s Current Report on Form 8-K, filed November 24, 2014)

10.18
First Amendment dated February 26, 2016 to the Five-Year Credit Agreement dated November 24, 2014 among the Company, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Incorporated by reference to exhibit number 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2016)

10.19
Second Amendment dated as of August 9, 2016 to the Five-Year Credit Agreement dated November 24, 2014 among the Company, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Incorporated by reference to exhibit number 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016)

10.20+
Retirement Benefit Agreement dated October 6, 2017 between the Company and James Veneziano (filed herewith)

10.21
$300,000,000 Revolving Credit Agreement dated as of February 2, 2018 between Trimble Inc. and The Bank of Nova Scotia. (Incorporated by reference to exhibit number 10.1 to the Company’s Current Report on Form 8-K, filed February 2, 2018)

10.22+
Amended and Restated 2002 Stock Plan (Incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Form DEF 14A filed on March 23, 2017)
10.23+
Amended and Restated Employee Stock Purchase Plan (Incorporated by reference to Appendix B of the Company’s Definitive Proxy Statement on Form DEF 14A on March 23, 2017)

10.24
Form of officer stock option agreement under the Company’s Amended and Restated 2002 Stock Plan (Incorporated by reference to exhibit number 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 3, 2014)

10.25
Form of U.S. director stock option agreement under the Company’s Amended and Restated 2002 Stock Plan (Incorporated by reference to exhibit number 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 3, 2014)
10.26
Form of non-U.S. director stock option agreement under the Company’s Amended and Restated 2002 Stock Plan (Incorporated by reference to exhibit number 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 3, 2014)
10.27
Form of global stock option agreement (officers) under the Company’s Amended and Restated 2002 Stock Plan. (Incorporated by reference to exhibit number 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2015)

10.28
Form of global restricted stock unit award agreement under the Company’s Amended and Restated 2002 Stock Plan (Incorporated by reference to exhibit number 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2015)

10.29
Form of global subscription agreement under the Company’s Amended and Restated Employee Stock Purchase Plan (Incorporated by reference to exhibit number 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2015)

10.30
Form of global performance restricted stock unit award agreement under the Company’s Amended and Restated 2002 Stock Plan (Incorporated by reference to exhibit number 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2015 )

10.31
Form of global restricted stock unit award agreement (officers) under the Company’s Amended and Restated 2002 Stock Plan (Incorporated by reference to exhibit number 10.30 to the Company's Annual Report on Form 10-K for the year ended January 1, 2016)

10.32+
Offer letter between the Company and Robert G. Painter dated January 29, 2016 (Incorporated by reference to exhibit number 10.1 to the Company’s Current Report on Form 8-K, filed February 2, 2016)

10.33+
Settlement Agreement and Release by and between Francois Delepine and the Company dated as of March 14, 2016 (Incorporated by reference to exhibit number 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2016)

10.34+
Letter agreement for consulting services by and between Francois Delepine and the Company dated as of March 14, 2016 (Incorporated by reference to exhibit number 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2016)

10.35
Form of Global Performance Stock Unit Award Agreement (Total Shareholder Return) under the Company's Amended and Restated 2002 Stock Plan (Incorporated by reference to exhibit number 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2016)

10.36
Form of Global Performance Stock Unit Award Agreement (Operating Income/Revenue) under the Company's Amended and Restated 2002 Stock Plan (Incorporated by reference to exhibit number 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2016)

10.37
Age and Service Equity Vesting Program (Incorporated by reference to exhibit number 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017)

10.38
Form of Global Performance Stock Unit Award Agreement (Operating Income/Revenue). (Incorporated by reference to exhibit number 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017)

10.39
Form of Global Performance Stock Unit Award Agreement (Total Stockholder Return). (Incorporated by reference to exhibit number 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017)

10.40
Stock Purchase Agreement dated as of February 2, 2018 by and among Trimble Inc., e-Builder, Inc. and the stockholders of e-Builder named therein. (Incorporated by reference to exhibit number 2.1 to the Company’s Current Report on Form 8-K, filed February 2, 2018)

21.1    Subsidiaries of the Company (filed herewith)
23.1    Consent of Independent Registered Public Accounting Firm (filed herewith)
24.1    Power of Attorney (included on signature page herein)
31.1    Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2    Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1    Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.2    Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
101.INS    ++    XBRL Instance Document
101.SCH ++    XBRL Taxonomy Extension Schema Document
101.CAL ++    XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF ++    XBRL Taxonomy Extension Definition Linkbase Document
101.LAB ++    XBRL Taxonomy Extension Label Linkbase Document
101.PRE     ++    XBRL Taxonomy Extension Presentation Linkbase Document


Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.

+Indicates management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K.

++Pursuant to applicable securities laws and regulations, the Company is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as the Company has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements.

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


SCHEDULE II
TRIMBLE INC.
VALUATION AND QUALIFYING ACCOUNTS
(in millions)
83
Fiscal Years2017 2016 2015
Allowance for doubtful accounts:     
Balance at beginning of period$5.0
 $5.0
 $7.8
Acquired allowance0.3
 0.3
 0.6
Bad debt expense1.2
 3.0
 1.9
Write-offs, net of recoveries(2.9) (3.3) (5.3)
Balance at end of period$3.6
 $5.0
 $5.0

97