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Item 8. Financial Statements and Supplementary Data

2025-04-25 compared with 2024-02-26 · 332 added, 368 removed, 700 unchanged (50% of the section changed)

Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Description of Business and Accounting Policies

Earnings per Share

Intangible Assets and Goodwill

Certain Balance Sheet Components

Reporting Segment and Geographic Information

Commitments and Contingencies

Fair Value Measurements

Deferred Revenue and Remaining Performance Obligations

Employee Stock Benefit Plans

Common Stock Repurchase

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

Index to Financial Statements

CONSOLIDATED BALANCE SHEETS

At the End of Year 2024 2023

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Deferred income tax assets 294.4 412.3

Equity investments 361.0 127.7

Other non-current assets 264.1 247.8

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Interest expense, net ( 90.7 ) ( 161.0 ) ( 71.1 )

Income from equity method investments, net 28.1 31.1 37.7

Other income (expense), net 31.9 ( 0.8 ) ( 0.1 )

(Loss) income from equity method investments, net ( 48.1 ) 28.1 31.1

Other (loss) income, net ( 3.9 ) 31.9 ( 0.8 )

Total non-operating income (expense), net 1,545.2 ( 91.8 ) 58.2

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Net income $ 1,504.4 $ 311.3 $ 449.7

Net income attributable to noncontrolling interests — — 0.1

Net income attributable to Trimble Inc.

$ 311.3 $ 449.7 492.7

Earnings per share:

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Comprehensive income

Comprehensive income attributable to noncontrolling interests — — 0.1

Comprehensive income attributable to Trimble Inc.

$ 1,274.6 $ 394.1 $ 376.5

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Stockholders’

Equity Noncontrolling

Interest Total

Shares Amount Additional Paid-In Capital

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Other comprehensive loss — — — — ( 73.2 ) ( 73.2 )

— — — — ( 63.2 ) ( 63.2 ) — ( 63.2 )

Comprehensive income 429.5 429.6

Issuance of common stock under employee plans, net of tax withholdings 2.0 — 29.6 ( 43.2 ) — ( 13.6 )

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Stock-based compensation — — 137.3 — — 137.3

Noncontrolling interest investments — — 0.6 — — 0.6 ( 1.8 ) ( 1.2 )

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

Net income — — — 311.3 — 311.3

Other comprehensive loss — — — — ( 73.2 ) ( 73.2 ) — ( 73.2 )

Comprehensive income 376.5 376.5

Other comprehensive income — — — — 82.8 82.8

Issuance of common stock under employee plans, net of tax withholdings 2.0 — 31.6 ( 24.9 ) — 6.7

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Net income — — — 1,504.4 — 1,504.4

Other comprehensive income — — — — 82.8 82.8 — 82.8

Comprehensive income 394.1 394.1

Other comprehensive loss

— — — — ( 229.8 ) ( 229.8 )

Issuance of common stock under employee plans, net of tax withholdings 2.2 — 28.6 ( 35.1 ) — ( 6.5 )

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Balance at the end of 2024

245.8 $ 0.2 $ 2,369.4 $ 3,757.6 $ ( 381.9 ) $ 5,745.3

See accompanying Notes to the Consolidated Financial Statements.

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Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation expense 38.3 40.2 41.3

Amortization expense 212.3 131.6 138.6

Depreciation and amortization 232.0 250.6 171.8

Deferred income taxes 27.0 ( 104.6 ) ( 40.0 )

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Cash flow from investing activities:

Proceeds from divestitures 1,923.4 17.0 215.4

Acquisitions of businesses, net of cash acquired ( 22.0 ) ( 2,088.9 ) ( 373.5 )

Purchases of property and equipment ( 33.6 ) ( 42.0 ) ( 43.2 )

Net proceeds from divestitures 17.0 215.4 67.3

Other, net ( 6.7 ) 45.8 ( 25.0 )

Net cash used in investing activities ( 2,068.1 ) ( 226.3 ) ( 203.5 )

Net cash provided by (used in) investing activities 1,861.1 ( 2,068.1 ) ( 226.3 )

Cash flow from financing activities:

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Other, net ( 4.5 ) ( 29.4 ) ( 15.3 )

Net cash provided by (used in) financing activities 1,431.5 ( 199.0 ) ( 447.7 )

Net cash (used in) provided by financing activities ( 1,864.2 ) 1,431.5 ( 199.0 )

Effect of exchange rate changes on cash and cash equivalents ( 19.4 ) 7.4 ( 20.6 )

Net (decrease) increase in cash and cash equivalents ( 32.1 ) ( 54.7 ) 88.0

Net increase (decrease) in cash and cash equivalents 508.9 ( 32.1 ) ( 54.7 )

Cash and cash equivalents - beginning of period (1)

238.9 271.0 325.7

Cash and cash equivalents - end of period (1)

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Supplemental cash flow disclosure:

Cash paid for income taxes, net $ 168.0 $ 197.3 $ 98.3

Cash paid for interest $ 140.4 $ 133.7 $ 73.1

(1) Includes $ 9.1 million of cash and cash equivalents classified as held for sale as of December 29, 2023.

Cash tax paid, net, excluding tax for the Ag divestiture 106.1 168.0 197.3

Cash tax paid for the Ag divestiture 122.0 — —

Non-cash equity investment (Note 4)

(1) Includes $ 9.0 million and $ 9.1 million of cash and cash equivalents classified as held for sale as of January 3, 2025 and December 29, 2023.

See accompanying Notes to the Consolidated Financial Statements.

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DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES

Trimble Inc., (“we” or “our” or “us”) is incorporated in the State of Delaware since October 2016.

(“we” or “our” or “us”) is incorporated in the State of Delaware since October 2016.

We are a leading provider of technology solutions that enable professionals and field mobile workers to improve or transform their work processes.

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

We generate revenue primarily through the sale of our hardware, software, maintenance and support, professional services, and subscriptions.

We generate revenue primarily through the sale of our hardware, software, subscriptions, maintenance and support, and professional services.

Basis of Presentation

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Intercompany accounts and transactions have been eliminated.

Noncontrolling interests represent the noncontrolling stockholders’ proportionate share of the net assets and results of operations of our 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.

2024 was a 53 -week year and 2023 and 2022 were 52 -week years ending on January 3, 2025, December 29, 2023, and December 30, 2022.

Unless otherwise stated, all dates refer to our fiscal year and fiscal periods.

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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.

(iii) valuation of investments;

(iv) valuation of long-lived assets and their estimated useful lives;

(v) goodwill and other long-lived asset impairment analyses;

(vi) stock-based compensation;

and (vii) 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 on three lines as follows:

• product, which included hardware and software licenses (both perpetual and term licenses);

• service, which included hardware and software maintenance and support and 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 maintenance and support, and professional services.

Prior period amounts have been revised to conform to the current period presentation.

This change in presentation did not affect the total revenue or total cost of sales.

The effect of the change on the Consolidated Statements of Income for 2022 and 2021 was as follows:

Index to Financial Statements

(In millions)

As Previously Reported Effect of Change in Presentation As Reported Herein As Previously Reported Effect of Change in Presentation As Reported Herein

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

Service 641.3 ( 641.3 ) — 649.4 ( 649.4 ) —

Subscription 883.0 ( 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

Service 235.7 ( 235.7 ) — 229.9 ( 229.9 ) —

Subscription 203.9 ( 203.9 ) — 216.7 ( 216.7 ) —

Amortization of purchased intangible assets 85.0 — 85.0 87.7 — 87.7

Total cost of sales $ 1,570.7 $ — $ 1,570.7 $ 1,624.4 $ — $ 1,624.4

Reportable Segments

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 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.

As a result of the Ag divestiture and our Chief Operating Decision Maker’s (“CODM”) revised organizational structure, effective in the first quarter of 2024, we reorganized our businesses under a new segment structure.

This structure brings similar businesses together, which is expected to enhance our ability to achieve scale and growth consistent with our strategy.

We report our financial performance, including revenue and operating income, based on three updated segments:

(i) Architects, Engineers, Construction and Owners (“AECO”), (ii) Field Systems, and (iii) Transportation and Logistics(“T&L”).

Prior years’ information have been adjusted to reflect the change in segment reporting.

Our CODM views and evaluates operations based on the results of our reportable operating segments under our management reporting system.

Revenue Recognition

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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 various products and services.

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

We use a range of amounts to estimate SSP and determine whether there is a discount to be allocated based on the relative SSP of the various products and services.

We estimate SSP considering multiple factors including but not limited to, our internal cost, pricing practices, sales channel, competitive positioning, and overall market and business environments.

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

Index to Financial Statements

Nature of Goods and Services

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In general, our contracts do not provide for customer specific acceptances.

Index to Financial Statements

Subscription and Services

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Revenue for distinct professional services is recognized over time, based on work performed.

Deferred Costs to Obtain Customer Contracts

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

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

At the end of 2024 and 2023, deferred costs to obtain customer contracts were $ 124.3 million and $ 96.4 million.

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

Amortization expense related to deferred costs to obtain customer contracts was $ 55.2 million, $ 39.5 million, and $ 32.0 million for 2024, 2023, and 2022.

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

Accounts Receivable, Net

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Both billed and unbilled amounts due are stated at their net estimated realizable value.

Index to Financial Statements

We maintain an allowance for credit losses to provide for the estimated amount of receivables that will not be collected.

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Useful lives generally range from four to six years for machinery and equipment, five to ten 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.

We capitalize eligible costs to acquire or develop certain internal-use software and amortize those assets using the straight-line method over the estimated useful lives of the assets, which range from two to five years .

Included in the software category, internal-use software includes certain costs to purchase, develop, and implement the software during the application development phase.

Cloud Computing Arrangements

Costs incurred for certain cloud-based software hosting arrangements are capitalized for application development activities, and for preliminary project and post-implementation activities.

Our capitalized development costs are amortized using the straight-line method over the remaining non-cancellable term of the associated hosting arrangement plus any reasonably certain renewal periods.

The capitalized costs are included in “Prepaid expenses” and “Other non-current assets” in our Consolidated Balance Sheets.

Capitalized costs net of accumulated amortization were $ 64.1 million and $ 58.0 million at the end of 2024 and 2023.

Amortization expense was $ 16.3 million, $ 8.7 million, and $ 4.5 million in 2024, 2023, and 2022.

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.

Index to Financial Statements

ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease.

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Business Combinations

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

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

When determining the fair values, we make significant estimates and assumptions, especially concerning intangible assets.

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

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

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

Index to Financial Statements

we perform a quantitative analysis.

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

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Intangible assets acquired in a business combination are recorded at fair value.

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

Our intangible assets are amortized using the straight-line method over their estimated useful lives, which ra nge from three to eleven years and have a weighted-average useful life of approximately nine years .

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

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The estimated future cash flows are primarily based upon assumptions about expected future operating performance.

Equity Investments

We have investments in various unconsolidated entities.

These investments represent non-marketable securities and include joint operating ventures and strategic investments.

We use the equity method of accounting for investments in common stock holdings where we have significant influence, such as for our 15 % investment in PTx Trimble.

Our proportionate share of income or loss for equity method investments is recorded in income (loss) from equity method investments, net.

For all other investments, we use the measurement alternative election.

Under the measurement alternative, investments without readily determinable fair values are measured at cost, less any impairments, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

To determine if a transaction is deemed a similar investment, we consider the rights and obligations of the investments.

All gains and losses on these investments are recognized in other income (loss), net.

We assess all equity investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable.

We enter into related party transactions with certain of our investees.

These transactions are recorded based on the nature of the arrangements and primarily include sales and purchases involving GNSS technology and guidance products, positioning services, grade control solutions, and surveying products.

Total related party revenue from our investees was $ 108.8 million, $ 87.7 million, and $ 102.3 million for 2024, 2023, and 2022.

Foreign Currency Translation

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dollars at the exchange rate s on the balance sheet date.

Revenue and expense are translated at average monthly exchange rates during the year.

Revenue and expenses are translated at average monthly exchange rates during the year.

Translation adjustments resulting from this process are recorded to other comprehensive income.

Advertising and Promotional Costs

Advertising and promotional costs are expensed as incurred.

Advertising and promotional expense was approximately $ 57.9 million, $ 57.3 million, and $ 50.9 million for 2024, 2023, and 2022.

Stock-Based Compensation

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We offset research and development expense with any unconditional third-party funding earned and retain the rights to any technology developed under such arrangements.

Index to Financial Statements

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.

Our valuation allowance is primarily attributable to foreign net operating losses and state research and development credit carryforwards.

A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more

Index to Financial Statements

likely than not that such assets will not be realized.

Our valuation allowance is primarily attributable to state research and development credit carryforwards, foreign net operating and capital losses, and our investment in PTx Trimble.

Relative to uncertain tax positions, we only recognize 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.

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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 entered into indemnification agreements with our officers and directors, and our bylaws contain similar indemnification obligations to our agents.

In addition, we enter 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 been recorded for these obligations in the Consolidated Balance Sheets at the end of 2023 and 2022.

Historically, payments made under these agreements were not material;

thus, no liabilities have been recorded for these obligations in the Consolidated Balance Sheets at the end of 2024 and 2023.

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 .

T hese 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.

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At the end of 2024 and 2023, there were no derivatives outstanding that were accounted for as hedges.

Index to Financial Statements

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued Accounting 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 of segment profit or loss if the CODM uses those measures to assess segment performance and allocate resources.

The ASU is effective for our Annual Report on Form 10-K beginning in 2024 and, afterward, interim reports.

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220):

Disaggregation of Income Statement Expenses .

The ASU requires additional disclosures by disaggregating the costs and expense line items that are presented on the face of the income statement.

The disaggregation includes:

(i) amounts of purchased inventory, employee compensation, depreciation, amortization, and other related costs and expenses;

(ii) an explanation of costs and expenses that are not disaggregated on a quantitative basis;

and (iii) the definition and

Index to Financial Statements

total amount of selling expenses.

The ASU is effective for our Annual Report on Form 10-K beginning in 2027 and subsequent interim reports.

Early adoption is permitted.

The ASU should be applied retrospectively to all prior periods presented in the financial statements.

The ASU should be applied prospectively.

Retrospective application is permitted for all prior periods presented in the financial statements.

We are currently evaluating the impact of adopting this ASU on our financial reporting disclosures.

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We are currently evaluating the impact of adopting this ASU on our financial reporting disclosures.

Recent Adopted Accounting Pronouncements

There are no recently adopted accounting pronouncements.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued 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 and (ii) optional disclosures of more than one measure of segment profit or loss if the CODM uses those measures to assess segment performance and allocate resources.

We adopted the ASU in the fourth quarter of 2024 retrospectively to all our prior periods presented since the beginning of 2022.

See Note 7 “Reporting Segment and Geographic Information” in Item 8 of this report for additional disclosure, including significant segment expenses.

EARNINGS PER SHARE

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Diluted earnings per share is computed based on the weighted-average number of shares of common stock outstanding during the period plus additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued.

Potentially dilutive common shares include outstanding stock options, restricted stock units (“RSUs”), contingently issuable shares, and shares to be purchased under our employee stock purchase plan.

Potentially dilutive shares of common stock include outstanding stock options, restricted stock units (“RSUs”), contingently issuable shares, and shares to be purchased under our employee stock purchase plan.

The following table shows the computation of basic and diluted earnings per share:

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(In millions, except per share amounts)

Net income attributable to Trimble Inc.

Net income $ 1,504.4 $ 311.3 $ 449.7

Weighted-average shares of common stock outstanding - basic

245.5 247.9 248.6

Weighted-average number of common shares used in basic earnings per share 247.9 248.6 251.4

Effect of dilutive securities 1.7 1.2 1.6

Weighted-average number of common shares and dilutive potential common shares used in diluted earnings per share 249.1 250.2 254.3

Weighted-average shares of common stock outstanding - diluted

247.2 249.1 250.2

Basic earnings per share $ 6.13 $ 1.26 $ 1.81

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

On April 3, 2023, we acquired all 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 in 2023 with total purchase consideration of $ 47.0 million.

In 2024, we acquired one business, with total purchase consideration of $ 26.3 million.

In the aggregate, the businesses acquired contributed less than 1 % of our total revenue during 2024.

In 2023, we acquired Transporeon GmbH in an all-cash transaction.

Transporeon is reported as part of our T&L segment.

The total purchase consideration was € 1.9 billion or $ 2.1 billion, which included the repayment of outstanding Transporeon

Index to Financial Statements

aggregate, the two businesses acquired contributed less than 1 % of our total revenue during 2023.

debt of $ 339.6 million.

In allocating the purchase price, we recorded $ 1,390.1 million of goodwill, $ 939.8 million of identifiable intangible assets, $ 9.3 million of net tangible assets, and $ 256.6 million of deferred tax liability.

In addition to Transporeon, we acquired two businesses in 2023 with total purchase consideration of $ 47.0 million.

In the aggregate, the two businesses acquired contributed less than 1 % of our total revenue during 2023.

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

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In the aggregate, the businesses acquired contributed less than 1 % of our total revenue during 2023.

In 2021 , we acquired AgileAssets , with total purchase consideration of $ 237.5 million .

AgileAssets is a provider of SaaS solutions for transportation asset lifecycle management.

The acquisition contributed less than 1 % of our total revenue during 2021 .

Acquisition costs of $ 9.1 million, $ 35.0 million , and $ 20.4 million in 2024, 2023, and 2022 , were expensed as incurred and are included in Cost of sales and General and administrative expenses in our Consolidated Statements of Income.

Purchase Price Allocation

The fair value of identifiable assets acquired and liabilities assumed was 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.

The following table summarizes the consideration 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 Date Estimated Useful Life

(In millions)

Total purchase consideration $ 2,082.6

Net tangible assets acquired:

Cash and cash equivalents 12.9

Accounts receivable, net 41.8

Other current assets 28.0

Non-current assets 24.7

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 acquired 9.3

Intangible assets acquired:

Customer relationships 759.5 11 years

Developed product technology 168.4 7 years

Trade name 11.9 5 years

Total intangible assets acquired 939.8

Deferred tax liability ( 256.6 )

Fair value of all assets/liabilities acquired 692.5

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.

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.

(In millions)

Total revenue $ 124.7

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 combination accounting and the associated debt resulting from this acquisition as if the companies were combined on January 1, 2022.

The unaudited pro forma financial information presented in the following table was determined by combining the historical financial information of Trimble and Transporeon along with the effects from business combination accounting and the associated debt resulting from this acquisition as if the companies were combined beginning in the first quarter of 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.

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Net income 273.0 308.6

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;

• 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:

Mobility Divestiture

On September 14, 2024, we entered into a definitive agreement with Platform Science to sell our Mobility business.

Subsequent to the end of the year 2024, the transaction closed on February 8, 2025 resulting in our ownership , or rights to acquire ownership of 32.5 % of Platform Science’s expanded business, with an approximate fair value of $ 248.7 million.

The approximate fair value was determined based on unobservable inputs, including discounted cash flow projections, market comparables, and an option pricing model.

We received (i) shares of preferred stock of Platform Science, with certain liquidation preferences, that represent 28.5 % of Platform Science’s expanded business and (ii) warrants allowing us the rights to acquire 4 % of Platform Science’s expanded business.

The combined businesses aim to enhance driver experience, fleet safety, efficiency, and compliance by combining two cutting-edge in-cab commercial vehicle ecosystems, which will give customers access to more applications and offerings.

The assets and liabilities of Mobility were classified as held for sale beginning in the third quarter of 2024.

A valuation allowance was established to reduce the carrying value of the disposal group assets to the approximate fair value of the consideration we would receive.

As a result, we recorded a pre-tax loss of approximately $ 32.9 million included within Divestitures gain, net in our Consolidated Statements of Income in 2024.

Upon the closing of the transaction in the first quarter of 2025, we derecognized the assets and liabilities that were transferred and recorded our equity investment at its cost under the measurement alternative election.

Mobility was reported as a part of our T&L segment.

Index to Financial Statements

The following table presents the major classes of assets and liabilities classified as held for sale at the end of 2024, including the valuation allowance.

At the End of Year

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Other current assets 8.7

Property and equipment, net 20.7

Other purchased intangible assets, net 20.3

Goodwill 141.7

Other non-current assets 65.1

Valuation allowance

Total Assets held for sale

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Total Liabilities held for sale

Ag Divestiture

On September 28, 2023, we executed a Sale and Contribution Agreement with AGCO that provided for the formation of a joint venture, called PTx Trimble, that operates in the mixed fleet precision agriculture market.

The agreement was amended and restated on March 31, 2024, and the transaction closed on April 1, 2024.

Under the terms of the agreement, we contributed our Ag business, excluding certain GNSS and guidance technologies, to PTx Trimble, an LLC.

Following the closing of the transaction, we own 15 % and AGCO owns 85 % of PTx Trimble.

The agreement provides AGCO with a call option and Trimble with a put option with respect to our retained interest in PTx Trimble.

Ag was reported as a part of our Field Systems segment.

Upon closing of the transaction in the second quarter of 2024, we received $ 1.9 billion of cash proceeds from AGCO, subject to working capital adjustments.

As a result, we deconsolidated $ 457.3 million of net assets, including $ 357.4 million of goodwill, and recognized a pre-tax gain of $ 1.7 billion.

The gain included $ 275.6 million for our retained 15 % ownership interest in PTx Trimble, which is reported as an equity method investment and represents a non-cash investing activity.

The fair value of our equity method investment was determined by using a combination of the equity value, primarily based on the transaction price, and an option pricing model for a put and call option.

At the end of 2024, the fair value of our equity method investment was $ 222.3 million, which included a $ 52.7 million charge for our proportionate share of PTx Trimble’s goodwill impairment in the fourth quarter.

In addition to forming PTx Trimble, the parties concurrently entered into agreements that included the following:

• a seven-year renewable supply agreement (the “Supply Agreement”) through which we will provide key GNSS and guidance technologies to PTx Trimble 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 PTx Trimble in the agriculture field and, upon expiration of the Supply Agreement, to govern fixed and variable royalty payments made to us by PTx Trimble;

• a trademark license agreement to govern the licensing of certain Trimble trademarks for use by PTx Trimble in the agriculture field;

• a master sale and distribution agreement through which PTx Trimble will serve as our channel partner for positioning services in the agriculture market;

• a transition services agreement to provide contract manufacturing services for the divested products for two years following the closing of the transaction.

Index to Financial Statements

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 addition to the Mobility divestiture and Ag divestiture, we divested two businesses in 2024 with total proceeds of $ 13.3 million.

In 2023, we divested five businesses 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.

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, for $ 205.1 million in cash, which included a working capital adjustment.

INTANGIBLE ASSETS AND GOODWILL

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Customer relationships 11 1,175.5 ( 440.2 ) 735.3 1,358.4 ( 474.5 ) 883.9

Trade names and trademarks 6 43.8 ( 38.6 ) 5.2 39.5 ( 32.7 ) 6.8

Distribution rights and other intellectual property 7 4.2 ( 4.2 ) — 8.0 ( 7.0 ) 1.0

Trade names and other intellectual properties

5 39.0 ( 34.0 ) 5.0 48.0 ( 42.8 ) 5.2

$ 2,033.5 $ ( 1,035.4 ) $ 998.1 $ 2,314.9 $ ( 1,071.4 ) $ 1,243.5

As of the end of 2024 and 2023, $ 182.8 million and $ 267.8 million of fully amortized intangible assets were written off.

Index to Financial Statements

The estimated future amortization expense of intangible assets at the end of 2024 was as follows:

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The changes in the carrying amount of goodwill by segment for 2024 were as follows:

Buildings and Infrastructure Geospatial Resources and Utilities Transportation Total

Field Systems T&L

(In millions)

Balance as of year end 2023

$ 1,996.9 $ 1,063.5 $ 2,290.2 $ 5,350.6

Additions due to acquisitions 16.2 — — 16.2

Assets held for sale — — ( 141.7 ) ( 141.7 )

Decreases due to divestitures

( 0.8 ) ( 91.5 ) — ( 92.3 )

Foreign currency translation and other adjustments ( 26.2 ) ( 13.8 ) ( 104.4 ) ( 144.4 )

Balance as of year end 2024 $ 1,986.1 $ 958.2 $ 2,044.1 $ 4,988.4

Index to Financial Statements

CERTAIN BALANCE SHEET COMPONENTS

The components of inventory, net were as follows:

The components of inventories, net were as follows:

At the End of Year 2024 2023

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The components of property and equipment, net were as follows:

At the End of Year 2023 2022

(In millions)

Property and equipment, net:

At the End of 2024

At the End of 2023

(In millions) Gross Carrying

Amount Accumulated

Amount Gross Carrying

Amount Accumulated

Property and equipment:

Land, building, furniture, and leasehold improvements $ 238.9 $ ( 98.8 ) $ 140.1 $ 237.4 $ ( 94.5 ) $ 142.9

Machinery and equipment 147.0 ( 121.8 ) 25.2 170.0 ( 138.3 ) 31.7

Software and licenses 131.6 146.4

Software 128.4 ( 118.6 ) 9.8 131.6 ( 117.7 ) 13.9

Construction in progress 13.3 — 13.3 14.0 — 14.0

accumulated depreciation ( 350.5 ) ( 359.5 )

Total property and equipment, net $ 202.5 $ 219.0

Index to Financial Statements

Total property and equipment

$ 527.6 $ ( 339.2 ) $ 188.4 $ 553.0 $ ( 350.5 ) $ 202.5

Depreciation expense was $ 33.0 million, $ 38.3 million, and $ 40.2 million for 2024, 2023, and 2022.

The components of accumulated other comprehensive loss, net of related tax were as follows:

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Gain on cash flow hedge 4.1 4.7

Net unrealized actuarial gains

Net unrealized actuarial (losses) gains

Total accumulated other comprehensive loss $ ( 381.9 ) $ ( 152.1 )

REPORTING SEGMENT AND GEOGRAPHIC INFORMATION

We determined our operating segments based on how our CODM views and evaluates operations.

We determined our operating segments based on how our CODM (our Chief Executive Officer) 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 results to make decisions about resources that are allocated to each segment and to assess performance.

Our CODM uses segment revenue and operating income to assess segment performance and to allocate resources.

The CODM evaluates segment revenue and operating income by considering periodic forecast-to-actual variances and trends, as well as overall strategic initiatives.

Asset information by segments is not regularly reviewed by the CODM.

In each of our segments, we sell many individual products.

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Our reportable segments are described below:

• Buildings and Infrastructure .

This segment primarily serves customers working in architecture, engineering, construction, and operations and maintenance.

• Geospatial .

This segment primarily serves customers working in surveying, engineering, and government.

• Resources and Utilities .

This segment primarily serves customers working in agriculture, forestry, and utilities.

• Transportation .

This segment primarily serves customers working in long haul trucking and freight shipper markets.

The following Reporting Segment tables reflect the results of our reportable operating segments under our management reporting system.

These results are not necessarily in conformity with U.S.

• Architects, Engineers, Construction and Owners (“AECO”) .

This segment primarily provides software solutions that sell primarily through a direct channel to customers in the construction industry.

• Field Systems .

This segment primarily provides hardware and associated software solutions that sell primarily through dealer partner channels.

• Transportation and Logistics (“T&L”) .

This segment primarily provides solutions for customers working in long haul trucking and freight shipper markets.

Index to Financial Statements

The following reporting segment tables reflect the revenue, costs and expenses, and operating income of our reportable operating segments under our management reporting system.

Segment costs and expenses include directly attributable costs and certain indirect costs allocated to segments, such as facilities, information technology, cloud services, finance, legal, and human resources.

This is consistent with the way the CODM evaluates each of the segment's performance and allocates resources.

Reporting Segments

Buildings and Infrastructure Geospatial Resources and Utilities Transportation Total

Field Systems T&L

(In millions)

Segment revenue $ 1,358.6 $ 1,535.9 $ 788.8

Segment operating income 440.8 209.1 270.6 130.2 $ 1,050.7

Cost of sales

220.4 666.3 280.2

Operating expense

674.6 427.6 353.5

Operating income

$ 463.6 $ 442.0 $ 155.1

Operating income %

34.1 % 28.8 % 19.7 %

Segment revenue $ 1,110.5 $ 1,967.9 $ 720.3

Segment operating income 406.3 221.4 278.3 58.8 964.8

Cost of sales

213.3 843.4 278.8

Operating expense

568.2 521.0 323.3

Operating income

$ 329.0 $ 603.5 $ 118.2

Operating income %

29.6 % 30.7 % 16.4 %

Segment revenue $ 941.7 $ 2,151.3 $ 583.3

Segment operating income 411.7 244.1 264.0 43.4 963.2

Index to Financial Statements

Reporting Segments

Buildings and Infrastructure Geospatial Resources and Utilities Transportation Total

(In millions)

As of Year End 2023

Accounts receivable, net $ 314.1 $ 125.0 $ 92.5 $ 175.0 $ 706.6

Inventories 65.0 115.8 11.1 43.8 235.7

Goodwill 2,347.3 385.1 216.4 2,401.8 5,350.6

As of Year End 2022

Accounts receivable, net $ 305.1 $ 137.2 $ 79.2 $ 121.8 $ 643.3

Inventories 93.2 146.1 100.3 62.9 402.5

Goodwill 2,300.1 382.1 471.8 983.9 4,137.9

As of Year End 2021

Accounts receivable, net $ 246.8 $ 134.0 $ 112.9 $ 131.1 $ 624.8

Inventories 79.3 136.4 67.4 80.2 363.3

Goodwill 2,141.4 403.6 440.8 995.7 3,981.5

A reconciliation of our consolidated segment operating income to consolidated income before income taxes was as follows:

Cost of sales 201.2 997.4 268.2

Operating expense

481.4 498.0 265.3

Operating income

$ 259.1 $ 655.9 $ 49.8

Operating income %

27.5 % 30.5 % 8.5 %

A reconciliation of our total segment operating income to consolidated income before income taxes was as follows:

2024 2023 2022

(In millions)

Consolidated segment operating income $ 1,050.7 $ 964.8 $ 963.2

Total segment operating income

$ 1,060.7 $ 1,050.7 $ 964.8

Unallocated general corporate expenses ( 123.5 ) ( 116.0 ) ( 123.3 )

Purchase accounting adjustments ( 212.3 ) ( 131.6 ) ( 134.5 )

Amortization of purchased intangible assets ( 199.0 ) ( 212.3 ) ( 131.6 )

Acquisition / divestiture items ( 81.6 ) ( 72.4 ) ( 32.8 )

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The disaggregation of revenue by geography is summarized in the tables below.

Revenue is defined as revenue from external 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.

Revenue is defined as revenue from external customers attributed to countries based on the location of the customer and is consistent with the Reporting Segment tables above.

Reporting Segments

Buildings and Infrastructure Geospatial Resources and Utilities Transportation Total

AECO Field Systems T&L Total

(In millions)

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Total revenue in the United States as included in the Consolidated Statements of Income wa s $ 1,911.2 million, $ 1,855.2 million, and $ 1,777.4 million in 2024, 2023, and 2022.

No single customer or country other than the United States accounted for 10% or more of our total revenue in 2023, 2022, and 2021 .

No single customer or country othe r than the United States accounted for 10% or more of our total revenue in 2024, 2023 , and 2022.

No single customer accounted for 10% or more of our accounts receivable at the end of 2024 and 2023.

Property and equipment, net by geographic area were as follows:

The following table presents our physical long-lived assets by geographic area, which consist of property and equipment, net and operating lease right-of-use assets:

At the End of Year 2024 2023

(In millions)

Property and equipment, net:

United States $ 178.0 $ 179.3

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Asia Pacific and Rest of World 37.9 41.6

Total property and equipment, net $ 202.5 $ 219.0

Total long-lived assets

$ 311.9 $ 326.5

Index to Financial Statements

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Senior Notes:

Senior Notes, 4.15 %, due June 2023

June 2018 $ — $ 300.0

Senior Notes, 4.75 %, due December 2024

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All of our senior notes are unsecured obligations.

Interest on the senior notes is payable semi-annually in June and December of each year, except for the interest on the 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.

Interest on the senior notes is payable semi-annually in June and December of each year for the 2028 senior notes and in March and September for the 2033 senior notes.

For both 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 unsecured and rank equally in right of payment with all of our other senior unsecured indebtedness.

We may redeem the notes of each series of senior notes at our option in whole or in part at any time.

We may redeem the notes of each series of senior notes at our option in whole or in part at any time at optional redemption prices.

Such indenture also 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, 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 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.

Index to Financial Statements

Credit Facilities

Bridge Facility

On December 11, 2022, we entered into a bridge 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 comprised of commitments for a 3-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 Transporeon.

Prepayments are allowed without penalty and cannot be reborrowed.

2022 Credit Facility and Amendment

In March 2022, we entered into a credit agreement (the “2022 Credit Facility”) maturing in March 2027.

The 2022 Credit Facility provides for a five-year , unsecured revolving credit facility in the aggregate principal amount of $ 1.25 billion, and permits us, subject to the satisfaction of certain conditions, to increase the commitments for revolving loans by an aggregate principal amount of up to $ 500.0 million.

2022 Credit Facility

In 2022, we entered into a five-year , unsecured, revolving credit facility in the aggregate principal amount of $ 1.25 billion.

Subject to approval, we may increase the commitments for revolving loans by an aggregate principal amount of up to $ 500.0 million.

The variable 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 the 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 “Acquisitio ns ” of this report.

The 2022 credit facility contains customary covenants, including, among other requirements, limitations that restrict our and our subsidiaries’ ability to create liens and enter into sale and leaseback transactions, and restrictions on the ability of the subsidiaries to incur indebtedness.

The facility contains financial covenants that require the maintenance of maximum leverage

Index to Financial Statements

and minimum interest coverage ratios, as well as the timely delivery of quarterly financial reports and compliance certificates.

At the end of 2024, we were in compliance with our debt covenants under a waiver of the financial reporting covenants.

Uncommitted Facilities

At the end of 2023, we had two $ 75.0 million and one € 100.0 million revolving credit facilities, which are uncommitted (the “uncommitted facilities”).

At the end of 2024, we had two $ 75.0 million and one € 100.0 million revolving credit facilities, which are uncommitted.

Generally, these variable-rate uncommitted facilities may be redeemed upon demand.

Borrowings under uncommitted facilities are classified as short-term debt in the Consolidated Balance Sheet.

The 2022 term loan credit agreement and 2022 credit facility, as amended, contain customary covenants including, among other requirements, limitations that restrict the Company’s and its subsidiaries’ ability to create liens and enter into sale and leaseback transactions, and restrictions on the ability of the subsidiaries to incur indebtedness.

Further, both debt agreements contain financial covenants that require the maintenance of maximum leverage and minimum interest coverage ratios.

At the end of 2023, we were in compliance with the covenants for each of our debt agreements.

We have operating leases primarily for certain of our major facilities, including corporate offices, research and development facilities, and manufacturing facilities.

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Total lease expense $ 46.4 $ 50.6 $ 51.1

Index to Financial Statements

Supplemental cash flow information related to leases was as follows:

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Weighted-average remaining lease term 7 years 7 years

Index to Financial Statements

At the end of 2024, the maturities of lease liabilities were as follows:

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Total $ 144.6

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.

COMMITMENTS AND CONTINGENCIES

At the end of 2024, we had unconditional purchase obligations of approximately $ 470.7 million as compared to $ 618.9 million at the end of 2023.

These unconditional purchase obligations primarily represent (i) open non-cancellable purchase orders for material purchases with our inventory vendors, and (ii) various non-cancelable agreements with certain service providers with minimum or fixed commitments.

These unconditional purchase obligations primarily represent (i) various non-cancellable agreements with certain service providers with minimum or fixed commitments, and (ii) open non-cancellable purchase orders for material purchases with our inventory vendors.

From time to time, we are involved in litigation arising in the ordinary course of our business.

There are no material legal proceedings, other than ordinary routine litigation incidental to the business, that we or any of our subsidiaries is a party, or that any of our or our subsidiaries’ property is subject.

Index to Financial Statements

FAIR VALUE MEASUREMENTS

The following table summarizes the fair values of financial instruments at fair value on a recurring basis for the periods indicated and determined using the following inputs:

Fair Values at the end of 2023

Fair Values at the end of 2022

Quoted prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Quoted prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs

(In millions) (Level I) (Level II) (Level III) Total (Level I) (Level II) (Level III) Total

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)

— — 0.3 0.3 — — 3.1 3.1

Total assets measured at fair value $ 31.2 $ 0.3 $ 0.3 $ 31.8 $ 31.5 $ 18.0 $ 3.1 $ 52.6

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 included 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 first two quarters of 2023.

Additional Fair Value Information

The total estimated fair value of all outstanding financial instruments 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 senior notes was determined based on observable market prices in less active markets and is categorized accordingly as Level II.

Fair value is measured by using observable or, to the extent necessary, unobservable inputs.

Financial instruments recorded at fair value include our deferred compensation plan.

The fair value was $ 31.0 million and $ 31.2 million at the end of 2024 and 2023, and is included in Other non-current assets and Other non-current liabilities on our Consolidated Balance Sheets.

The fair value was measured by using quoted prices in active markets.

Financial instruments not recorded at fair value on a recurring basis (debt) had an estimated fair value of $ 1.4 billion and $ 3.1 billion at the end of 2024 and 2023.

The fair value of the debt was determined based on observable market prices in less active markets.

The fair values do not indicate the amount we would currently have to pay to extinguish the debt.

Index to Financial Statements

DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS

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Revenue recognized from prior year-end ( 652.3 ) ( 607.8 )

Billings net of revenue recognized from current year 631.6 617.3

Billings net of revenue recognized from current year and other 786.9 631.6

Ending balance of the period $ 896.0 $ 761.4

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We expect to recognize $ 1.2 billion or 71 % of our remaining performance obligations as revenue during the next 12 months and the remainder thereafter.

The remaining performance obligations exclude $ 0.2 billion for the Mobility divestiture, which closed on February 8, 2025.

Index to Financial Statements

Income before taxes and the provision (benefit) for taxes consisted of the following:

16 unchanged sentences

Effective tax rate 25.0 % 12.8 % 21.0 %

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”) was as follows:

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

2024 2023 2022

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Tax reserve releases ( 1.0 ) % ( 2.5 ) % ( 1.8 ) %

Intellectual property restructuring and tax law changes — % — % ( 2.5 ) %

Tax on Ag divestiture

2.1 % — % — %

Other 1.4 % 1.4 % 0.9 %

Effective tax rate 25.0 % 12.8 % 21.0 %

Our effective income tax rates for 2023 and 2022 were 12.8 % and 21.0 %.

The decrease was primarily due to increases in tax benefits from U.S.

federal R&D credits and FDII in 2023, and a change in the geographic mix of earnings, partially offset by lower stock-based compensation deductions in the current year.

The increase in 2024 tax rate was primarily due to gains from the Ag divestiture, which impacted the foreign and domestic items in the table above.

Index to Financial Statements

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Deferred tax liabilities:

Global intangible low-taxed income $ 105.8 $ 137.8

Purchased intangibles $ 311.3 $ 373.6

Global intangible low-taxed income 17.6 105.8

Operating lease right-of-use assets 29.7 30.2

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At the end of 2024, we have U.S.

federal and foreign net operating loss carryforwards, or NOLs, of approximately $ 19.1 million and $ 86.3 million, respectively.

federal NOLs will begin to expire in 2026.

There is generally no expiration for the foreign NOLs.

federal net operating loss carryforwards, or federal NOLs, of approximately $ 18.9 million, which will begin to expire in 2036.

At the end of 2024, we have foreign net operating and capital loss carryforwards, or foreign losses, of approximately $ 106.3 million, which generally have no expiration.

Utilization of our U.S.

federal NOLs is subject to annual limitations in accordance with the applicable tax code.

We have determined that it is more likely than not that we will not realize a portion of the foreign NOLs and, accordingly, a valuation allowance has been established for such amount.

We have determined that it is more likely than not that a portion of the foreign losses will not be realized and, accordingly, a valuation allowance has been established for such amount.

We have California research and development credit carryforwards of approximately $ 35.2 million, which have an indefinite carryforward period.

We believe that it is more likely than not that we 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.

We believe that it is more likely than not that a significant portion of the California research and development credit carryforwards will not be realized and, accordingly, a valuation allowance has been established for such amount.

We have net deferred tax assets of $ 14.4 million relating to our investment in PTx Trimble.

We believe that it is more likely than not that a significant portion of the net deferred tax assets will not be realized 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.

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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.

During 2024, we repatriated $ 232.7 million cash from foreign earnings to the U.S.

Index to Financial Statements

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(Decrease) increase related to prior years’ tax positions

Settlement with taxing authorities — — ( 1.3 )

( 1.5 ) 7.6 ( 0.7 )

Lapse of statute of limitations ( 19.9 ) ( 8.2 ) ( 10.0 )

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federal, state, and foreign income taxes.

Our tax years are substantially closed for all U.S.

federal and state income taxes for audit purposes through 2015.

We are currently under a U.S.

federal income tax audit for our tax year 2021 and have not yet received any assessment.

Our tax years before 2021 are closed for U.S.

federal income tax audit purposes.

Our tax years are substantially closed for all state income taxes for audit purposes through 2015.

income tax matters have been concluded for years through 2008.

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We believe that our reserves are adequate to cover any potential assessments that may result from the examinations and negotiations.

Although timing of the resolution and/or closure of audits is not certain, we do not believe that our gross unrecognized tax benefits would materially change in the next twelve months.

Although the timing of the resolution and/or closure of audits is not certain, we do not believe that our gross unrecognized tax benefits would materially change in the next twelve months.

Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense.

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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 .

In September 2024, our stockholders approved an amendment to the 2002 Stock Plan to increase the number of shares of common stock available for issuance by 10.0 million shares.

As such, our Amended and Restated 2002 Stock Plan provides for the grant of incentive and non-statutory stock options and Restricted Stock Units (“RSUs”) for up to 102.6 million shares.

At the end of 2024 , the remaining number of shares available for grant under the Amended and Restated 2002 Stock Plan was 17.9 million .

Stock-Based Compensation Expense

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We grant RSUs containing only service conditions and RSUs containing a combination of service, performance, and market conditions (“PSUs”).

RSUs containing only service conditions typically vest ratably over a two - to three-year service period.

RSUs containing only service conditions typically vest ratably over a three-year service period.

PSUs are granted to executive officers and other senior employees and vest after a three-year service period.

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Performance conditions consider the achievement of our financial results or metrics over the vesting period.

2023 Restricted Stock Units Outstanding

2024 Restricted Stock Units Unvested

Number of Units (1)

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(In millions, except for per share data)

Outstanding at the beginning of year 4.0 $ 67.32

Unvested at the beginning of year

Shares vested, net (2)

( 2.0 ) 60.13

Canceled and forfeited ( 0.7 ) 56.39

Outstanding at the end of year 5.5 $ 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 end of the year.

Cancelled and forfeited

( 0.6 ) 61.11

Unvested at the end of year

(1) Includes 0.3 million PSUs granted, 0.1 million PSUs vested, 0.3 million PSUs cancelled and forfeited, and 1.1 million PSUs unvested at the end of the 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.

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Employee Stock Purchase Plan

We have an ESPP under which our stockholders have approved an aggregate of 39.0 million shares of common stock for issuance to eligible employees.

We have an employee stock purchase plan (“ESPP”) under which our stockholders have approved an aggregate of 39.0 million shares of common stock for issuance to eligible employees.

The fair value at the grant date is based on the Black-Scholes valuation model.

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COMMON STOCK REPURCHASE

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

At the end 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 (“2024 Stock Repurchase Program”) authorizing up to $ 800.0 million in repurchases of our common stock.

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

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

According to the 2024 Stock Repurchase Program, we may repurchase stock from time to time through accelerated share repurchase programs, open market transactions, privately negotiated transactions, block purchases, tender offers, or by other means.

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

The 2024 Stock Repurchase Program may be suspended, modified, or discontinued at any time without prior notice .

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

The 2024 Stock Repurchase Program replaced the prior stock repurchase program, which was approved in August 2021 and has been cancelled.

At the end of 2024 , there were remaining authorized funds of $ 625.0 million.

During 2024, 2023, and 2022 , we repurchased approximately 2.9 million, 2.4 million, and 6.0 million shares of common stock in open market purchases at an average price of $ 60.97 , $ 42.50 , and $ 65.90 per share for a total of $ 175.0 million, $ 100.0 million , and $ 394.7 million.

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As a result of the 2024 repurchases under the 2024 Stock Repurchase Program, retained earnings was reduced by $ 149.1 million in 2024 .

SUBSEQUENT EVENT

Reporting Segment Change

Considering the pending AGCO JV transaction and our CODM’s revised organizational structure, effective in the first quarter of 2024, we reorganized our businesses under a new structure.

This structure brings similar businesses together, which is expected to enhance our ability to achieve scale and growth consistent with our strategy.

Beginning with the first quarter of 2024, our reporting segments, and the results of those segments, will be reorganized to reflect how our CODM assesses performance and allocates resources.

T he 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 customers in the construction 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 historical businesses from the previous Transportation segment, which serves customers working in long haul trucking and freight shipper markets.

We will report the new segment information beginning in the first quarter of 2024.

As of and for the year of 2023, our CODM continued to review financial information at the current segment level;

therefore, these changes had no impact on our reporting structure for 2023.

Subsequent to the end of the year 2024, the Board of Directors authorized a common stock repurchase authorization of up to $ 1.0 billion, which replaces the existing 2024 Stock Repurchase Program in the first quarter of 2025.

We may repurchase stock 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 actual number of any stock repurchased will depend on a variety of factors, including market conditions, our stock price, other available uses of capital, applicable legal requirements, and other factors.

This program may be suspended, modified, or discontinued at any time without prior notice.

Index to Financial Statements

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We have audited the accompanying consolidated balance sheets of Trimble Inc.

(the Company) as of December 29, 2023 and December 30, 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, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 29, 2023 and December 30, 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 29, 2023, in conformity with U.S.

(the Company) as of January 3, 2025 and December 29, 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended January 3, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 3, 2025 and December 29, 2023, and the results of its operations and its cash flows for each of the three years in the period ended January 3, 2025, 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, 2023, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2024 expressed an adverse opinion thereon.

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 January 3, 2025, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 25, 2025 expressed an adverse opinion thereon.

Basis for Opinion

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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.

Revenue Recognition – Stand-alone Selling Prices of Performance Obligations

Description of the Matter As described in Note 1 to the consolidated financial statements, the Company’s contracts with customers require management to make estimates and assumptions used in revenue recognition, including determining standalone selling prices of performance obligations (“SSP”).

Auditing management’s determination of SSP was challenging and complex due to the disaggregation of the Company’s businesses and product offerings, including disparity in pricing and discounting among the various businesses.

Because of the disaggregation and variation in pricing and discounting, the Company must apply judgment and consider all reasonably available information, including but not limited to, pricing practices in customer contracts with multiple goods and services and other observable inputs when estimating SSP.

Additionally, auditing management’s estimates of SSP was complex as there were material weaknesses in internal controls over the information and judgments used in the estimation of SSP.

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.

How We Addressed the Matter in Our Audit After consideration of the material weaknesses, our audit procedures included, among others, testing a sample of the Company’s estimated standalone selling prices for performance obligations throughout the Company’s disaggregated businesses and product and service offerings.

For the sample tested, we evaluated the appropriateness of the Company’s estimates based on the Company’s available pricing and discounting information throughout the disaggregated businesses and product and service offerings and we tested the completeness and accuracy of the data used in management’s SSP methodology, including determination of pricing and discounting practices within the various sales channels.

For the sample tested, we also evaluated the Company’s identification and consideration of available information and the use of such information in determining SSP and we tested the accuracy of the Company’s calculations of SSP.

In addition, for a sample of transactions, we tested the Company’s allocation of the transaction price among performance obligations based on relative SSP.

Divestitures – Goodwill allocation and underlying fair value assumptions

Description of the Matter During fiscal year 2024, the Company completed the divestiture of a portion of their Ag business in exchange for $1.9 billion of cash proceeds and a 15% ownership interest in the newly created joint venture, PTx Trimble, and recognized a pre-tax gain of $1.7 billion.

The Company also entered into a definitive agreement to sell their Mobility business in exchange for an equity interest in Platform Science, Inc., and recorded a pre-tax loss of $32.9 million.

These transactions are disclosed in Note 4 to the consolidated financial statements.

Auditing the Company's accounting for these transactions was complex due to the significant estimation uncertainty in the Company’s determination of the fair value of the corresponding reporting units used to determine the value of goodwill to be allocated to the respective disposal groups, as well as the fair value of the equity interest to be received in exchange for the disposal group for the Mobility divestiture.

The significant estimation uncertainty was primarily due to the sensitivity of the respective fair values to the underlying assumptions regarding the future performance of the related businesses.

The Company used valuation methods including discounted cash flow models in the determination of fair value.

The significant assumptions used in the discounted cash flow model to estimate the fair values included certain assumptions that form the basis of the forecasted results, specifically, revenue, revenue growth 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 Audit To 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.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s determination of the fair value of the goodwill to be allocated to the disposal group as well as the valuation of the equity interests to be received in exchange for the disposal group for the Mobility divestiture.

To test the estimated fair values of the reporting units and corresponding goodwill allocations as well as the fair value of the equity interest to be received in exchange for the disposal group for the Mobility divestiture, 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 historical operating results.

We involved our valuation specialists to assist with our evaluation of the methodologies used by the Company and significant assumptions included in the fair value estimates.

Our procedures also 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 used by management.

/s/ Ernst & Young LLP

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San Jose, California

February 26, 2024

April 25, 2025

Index to Financial Statements

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Opinion on Internal Control Over Financial Reporting

We have audited Trimble Inc.’s internal control over financial reporting as of December 29, 2023, based on criteria established in Internal Control–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 effective internal control over financial reporting as of December 29, 2023, based on the COSO criteria.

We have audited Trimble Inc.’s internal control over financial reporting as of January 3, 2025, based on criteria established in Internal Control–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 weaknesses described below on the achievement of the objectives of the control criteria, Trimble Inc.

(the Company) has not maintained effective internal control over financial reporting as of January 3, 2025, 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’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of businesses acquired in 2023, which are included in the 2023 consolidated financial statements of the Company and constituted approximately 3% of both tangible assets and revenue as of and for the year 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 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, 2023 and December 30, 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, 2023, and the related notes.

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated February 26, 2024, which expressed an unqualified opinion thereon.

The following material weaknesses have been identified and included in management’s assessment.

Management has identified material weaknesses in certain information technology controls related to certain systems that support the Company’s financial reporting processes.

Management has also identified material weaknesses related to review controls and controls over the completeness and accuracy of information utilized in the performance of controls, which affected the Company’s controls over revenue and related accounts, income taxes, excess and obsolete inventory, and other controls as part of the Company’s reporting and disclosure process.

Additionally, management identified a material weakness in controls over the evaluation of standalone selling prices of performance obligations utilized in the Company’s accounting for revenue.

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 January 3, 2025 and December 29, 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended January 3, 2025, and the related notes.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated April 25, 2025, which expressed an unqualified opinion thereon.

Basis for Opinion

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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.

Index to Financial Statements

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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San Jose, California

February 26, 2024

April 25, 2025

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data