10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________ 

FORM 10-Q

___________________________________ 

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2017

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM             TO             

Commission file number: 001-14845

TRIMBLE INC.

(Exact name of registrant as specified in its charter)

___________________________________ 

Delaware	94-2802192
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

935 Stewart Drive, Sunnyvale, CA 94085

(Address of principal executive offices) (Zip Code)

Telephone Number (408) 481-8000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	ý	Accelerated Filer	¨
Non-accelerated Filer	¨  (Do not check if a smaller reporting company)	Smaller Reporting Company	¨
Emerging Growth Company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

As of August 4, 2017, there were 253,150,381 shares of Common Stock, par value $0.001 per share, outstanding.

TRIMBLE INC.

FORM 10-Q for the Quarter Ended June 30, 2017

TABLE OF CONTENTS

PART I.	Financial Information	Page
ITEM 1.	Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Income	5
	Condensed Consolidated Statements of Comprehensive Income	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	36
ITEM 4.	Controls and Procedures	37
PART II.	Other Information
ITEM 1.	Legal Proceedings	37
ITEM 1A.	Risk Factors	37
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
ITEM 4.	Mine Safety Disclosures	38
ITEM 6.	Exhibits	38
SIGNATURES		39

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PART I – FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TRIMBLE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	Second Quarter of			Fiscal Year End
As of	2017			2016
(In millions, except par value)
ASSETS
Current assets:
Cash and cash equivalents	$	384.9		$	216.1
Short-term investments	101.2			111.1
Accounts receivable, net	395.3			354.8
Other receivables	26.5			35.4
Inventories	223.3			218.8
Other current assets	51.9			42.5
Total current assets	1,183.1			978.7
Property and equipment, net	145.6			144.2
Goodwill	2,183.7			2,077.6
Other purchased intangible assets, net	363.5			333.3
Other non-current assets	162.4			140.0
Total assets	$	4,038.3		$	3,673.8
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt	$	147.3		$	130.3
Accounts payable	136.9			109.8
Accrued compensation and benefits	117.0			97.5
Deferred revenue	301.7			246.5
Accrued warranty expense	17.5			17.2
Other current liabilities	106.4			86.9
Total current liabilities	826.8			688.2
Long-term debt	465.0			489.6
Non-current deferred revenue	39.3			37.7
Deferred income tax liabilities	41.7			38.8
Other non-current liabilities	147.8			113.8
Total liabilities	1,520.6			1,368.1
Commitments and contingencies (Note 13)
Stockholders' equity:
Preferred stock, $0.001 par value; 3.0 shares authorized; none issued and outstanding	—			—
Common stock, $0.001 par value; 360.0 shares authorized; 253.1 and 251.3 shares issued and outstanding as of the end of the second quarter of fiscal 2017 and fiscal year end 2016, respectively	0.3			0.3
Additional paid-in-capital	1,425.7			1,348.3
Retained earnings	1,251.8			1,177.1
Accumulated other comprehensive loss	(160.0		)	(219.9		)
Total Trimble Inc. stockholders' equity	2,517.8			2,305.8
Noncontrolling interests	(0.1		)	(0.1		)
Total stockholders' equity	2,517.7			2,305.7
Total liabilities and stockholders' equity	$	4,038.3		$	3,673.8

See accompanying Notes to the Condensed Consolidated Financial Statements.

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TRIMBLE INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Second Quarter of						First Two Quarters of
(In millions, except per share amounts)	2017			2016			2017			2016
Revenue:
Product	$	445.6		$	407.0		$	851.0		$	800.6
Service	110.0			109.7			216.8			211.3
Subscription	106.3			92.9			208.0			180.7
Total revenue	661.9			609.6			1,275.8			1,192.6
Cost of sales:
Product	219.8			199.4			414.2			389.4
Service	47.7			44.0			94.8			85.6
Subscription	27.4			26.6			54.2			53.3
Amortization of purchased intangible assets	20.5			24.0			39.5			48.1
Total cost of sales	315.4			294.0			602.7			576.4
Gross margin	346.5			315.6			673.1			616.2
Operating expense:
Research and development	90.8			92.0			179.5			179.7
Sales and marketing	100.4			97.4			195.2			194.1
General and administrative	75.1			65.6			144.4			133.9
Restructuring charges	2.3			4.5			5.2			6.3
Amortization of purchased intangible assets	15.3			15.6			29.6			31.8
Total operating expense	283.9			275.1			553.9			545.8
Operating income	62.6			40.5			119.2			70.4
Non-operating income (expense), net:
Interest expense, net	(6.0		)	(6.6		)	(12.1		)	(13.2		)
Foreign currency transaction gain (loss), net	—			(1.5		)	1.4			(1.6		)
Income from equity method investments, net	9.9			5.8			14.1			8.7
Other income, net	1.1			0.1			10.6			3.4
Total non-operating income (expense), net	5.0			(2.2		)	14.0			(2.7		)
Income before taxes	67.6			38.3			133.2			67.7
Income tax provision	17.7			2.7			32.8			12.4
Net income	49.9			35.6			100.4			55.3
Less: Net loss attributable to noncontrolling interests	—			(0.1		)	—			(0.2		)
Net income attributable to Trimble Inc.	$	49.9		$	35.7		$	100.4		$	55.5
Basic earnings per share	$	0.20		$	0.14		$	0.40		$	0.22
Shares used in calculating basic earnings per share	253.0			250.5			252.5			250.8
Diluted earnings per share	$	0.19		$	0.14		$	0.39		$	0.22
Shares used in calculating diluted earnings per share	257.1			253.7			256.5			253.9

See accompanying Notes to the Condensed Consolidated Financial Statements.

5

TRIMBLE INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Second Quarter of						First Two Quarters of
	2017			2016			2017			2016
(In millions)
Net income	$	49.9		$	35.6		$	100.4		$	55.3
Foreign currency translation adjustments, net of tax	34.9			(21.1		)	60.2			7.1
Net unrealized loss on short-term investments	—			—			(0.1		)	—
Net unrealized actuarial gain (loss), net of tax	(0.1		)	0.1			(0.2		)	—
Comprehensive income	84.7			14.6			160.3			62.4
Less: Comprehensive loss attributable to noncontrolling interests	—			(0.1		)	—			(0.2		)
Comprehensive income attributable to Trimble Inc.	$	84.7		$	14.7		$	160.3		$	62.6

See accompanying Notes to the Condensed Consolidated Financial Statements.

6

TRIMBLE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	First Two Quarters of
(In millions)	2017			2016
Cash flow from operating activities:
Net Income	$	100.4		$	55.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	17.7			18.8
Amortization expense	69.1			79.9
Provision for doubtful accounts	0.9			2.4
Deferred income taxes	(0.2		)	0.5
Stock-based compensation	28.9			26.7
Income from equity method investments	(14.1		)	(8.7		)
Divestiture gain, net	(8.0		)	(2.7		)
Provision for excess and obsolete inventories	1.6			8.8
Other non-cash items	(1.6		)	3.0
Decrease (increase) in assets:
Accounts receivable	(31.0		)	(18.2		)
Other receivables	2.8			(1.5		)
Inventories	(1.8		)	11.2
Other current and non-current assets	(14.0		)	(7.8		)
Increase (decrease) in liabilities:
Accounts payable	22.0			6.4
Accrued compensation and benefits	14.1			2.2
Deferred revenue	49.4			53.8
Accrued warranty	0.1			(0.7		)
Other liabilities	12.4			(33.8		)
Net cash provided by operating activities	248.7			195.6
Cash flow from investing activities:
Acquisitions of businesses, net of cash acquired	(129.8		)	(20.0		)
Acquisitions of property and equipment	(15.6		)	(12.2		)
Purchases of equity method investments	—			(1.5		)
Purchases of short-term investments	(137.6		)	—
Proceeds from maturities of short-term investments	56.8			—
Proceeds from sales of short-term investments	90.6			—
Net proceeds from sales of businesses	20.1			10.7
Dividends received from equity method investments	5.0			10.7
Other	0.2			(0.3		)
Net cash used in investing activities	(110.3		)	(12.6		)
Cash flow from financing activities:
Issuance of common stock, net of tax withholdings	49.8			25.0
Repurchases and retirement of common stock	(20.4		)	(88.3		)
Proceeds from debt and revolving credit lines	340.0			202.0
Payments on debt and revolving credit lines	(350.1		)	(207.0		)
Net cash provided by (used in) financing activities	19.3			(68.3		)
Effect of exchange rate changes on cash and cash equivalents	11.1			1.2
Net increase in cash and cash equivalents	168.8			115.9
Cash and cash equivalents - beginning of period	216.1			116.0
Cash and cash equivalents - end of period	$	384.9		$	231.9

See accompanying Notes to the Condensed Consolidated Financial Statements.

7

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

NOTE 1. OVERVIEW AND BASIS OF PRESENTATION

The Company began operations in 1978 and was originally incorporated in California as Trimble Navigation Limited in 1981. On October 1, 2016, Trimble Navigation Limited changed its name to Trimble Inc. ("Trimble" or the "Company") and changed its state of incorporation from the State of California to the State of Delaware. Other than the change in corporate domicile, the reincorporation did not result in any change in the business, physical location, management, assets, liabilities or total stockholders' equity of the Company, nor did it result in any change in location of the Company's employees, including the Company's management.

Trimble is a provider of technology solutions that enable professionals and field mobile workers to improve or transform their work processes. Trimble's solutions are used across a range of industries including agriculture, architecture, civil engineering, survey and land administration, construction, geospatial, government, natural resources, transportation and utilities. Representative Trimble customers include engineering and construction firms, surveying companies, farmers and agricultural companies, enterprise firms with large-scale fleets, energy, mining and utility companies, and state, federal and municipal governments.

Trimble focuses on integrating broad technological and application capabilities to create system-level solutions that transform how work is done within the industries the Company serves. Products are sold based on return on investment and provide benefits such as lower operational costs, higher productivity, improved quality, enhanced safety and regulatory compliance, and reduced environmental impact. Representative products include equipment that automates large industrial equipment such as tractors and bulldozers; integrated systems that track fleets of vehicles and workers and provide real-time information and powerful analytics to the back-office; data collection systems that enable the management of large amounts of geo-referenced information; software solutions that connect all aspects of a construction site or a farm; and building information modeling ("BIM") software that is used throughout the design, build, and operation of buildings.

Basis of Presentation

The Company has a 52-53 week fiscal year, ending on the Friday nearest to December 31, which for fiscal 2016 was December 30, 2016. The second quarter of fiscal 2017 and 2016 ended on June 30, 2017 and July 1, 2016, respectively. Both fiscal 2017 and 2016 are 52-week years. Unless otherwise stated, all dates refer to the Company’s fiscal year and fiscal periods.

The Condensed Consolidated Financial Statements include the results of the Company and its consolidated subsidiaries. Inter-company accounts and transactions have been eliminated. Noncontrolling interests represent the noncontrolling stockholders’ proportionate share of the net assets and results of operations of the Company’s consolidated subsidiaries.

Certain immaterial amounts from prior periods have been reclassified to conform to the current period presentation, including certain line items within the Consolidated Statement of Cash Flows, due to the adoption of accounting for certain aspects of the share-based payments awards, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements.

Reportable Segments

In March 2017, the Company effected a change in the reporting of its segment financial results to better reflect the Company's customer base and end markets. Beginning with the first quarter of fiscal 2017, the Company is reporting its financial performance, including revenues and operating income, based on four new reportable segments: Buildings and Infrastructure, Geospatial, Resources and Utilities, and Transportation. Comparative period financial information by reportable segment has been recast to conform with the current presentation. See Note 6 of the Notes to Condensed Consolidated Financial Statements for further information.

Unaudited Interim Financial Information

The accompanying financial data as of the end of the second quarter of fiscal 2017 and for the second quarter and the first two quarters of fiscal 2017 and 2016 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements, prepared in accordance with U.S. generally accepted accounting principles, have been condensed or omitted pursuant to such rules and regulations. The Condensed Consolidated Balance Sheet as of fiscal year end 2016 is derived from the audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for fiscal year 2016. The following discussion should be read in conjunction with the Company’s 2016 Annual Report on Form 10-K.

In the opinion of management, all adjustments necessary have been made to present a fair statement of financial positions and results for the interim periods presented. The results of operations for the second quarter and the first two quarters of fiscal 2017 are not necessarily indicative of the operating results for the full fiscal year or any future periods. Individual segment revenue may be affected by seasonal buying patterns and general economic conditions.

8

Use of Estimates

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in its Condensed Consolidated Financial Statements and accompanying notes. Estimates are used for allowances for doubtful accounts, sales returns reserve, allowances for inventory valuation, warranty costs, investments, goodwill impairment, intangibles impairment, purchased intangibles, stock-based compensation, and income taxes among others. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact the Company in the future, actual results may be different from the estimates.

The Company has presented revenue and cost of sales separately for products, service and subscriptions. Product revenue includes hardware, software licenses, parts and accessories; service revenue includes maintenance and support for hardware and software products, training and professional services; subscription revenue includes software as a service ("SaaS").

NOTE 2. UPDATES TO SIGNIFICANT ACCOUNTING POLICIES

There have been no material changes to the Company’s significant accounting polices during the first two quarters of fiscal 2017 from those disclosed in the Company’s most recent Form 10-K.

Recent Accounting Pronouncements

In May 2014, the FASB issued a comprehensive new revenue recognition standard that replaces the current revenue recognition guidance under U.S. GAAP. The new standard requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company expects to adopt this accounting standard update in the first quarter of fiscal 2018. The Company is currently in the process of assessing the adoption methodology, which allows the standard to be applied either retrospectively to each prior period presented or with the cumulative effect recognized as of the date of initial application. The Company's final determination will depend on a number of factors, such as the significance of the impact of the new standard on our financial results, system readiness, and its ability to accumulate and analyze the information necessary to assess the impact on prior period financial statements, as necessary. The Company does not anticipate that its internal control framework will materially change, but rather existing internal controls will be modified and augmented as necessary to implement the new revenue standard. The new standard may impact, in some cases, the timing and amount of revenue recognized. Additionally, direct costs to obtain and fulfill customer contracts, in some cases, may be deferred and amortized under the new standard. The Company has completed an initial assessment of the revenue streams and related direct costs and is currently evaluating the qualitative and quantitative impacts on the financial statements and related disclosures.

In January 2016, the FASB issued final guidance that will require entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicability exception. The amendments are effective for the Company beginning in fiscal 2018, although early adoption is permitted and should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, with certain exceptions. The Company is currently evaluating the effect of the updated standard on its consolidated financial statements and related disclosures.

In February 2016, the FASB issued new guidance that requires a lessee to recognize assets and liabilities arising from leases on the balance sheet. Current GAAP does not require lease assets and liabilities to be recognized for most leases. Additionally, companies are permitted to make an accounting policy election to not recognize lease assets and liabilities for leases with a term of 12 months or less. For both finance leases and operating leases, the lease liability should be initially measured at the present value of the lease payments. This new guidance is effective for the Company beginning in fiscal 2019, although early adoption is permitted. The Company is currently evaluating the effect of this guidance on its consolidated financial statements and related disclosures.

In June 2016, the FASB issued new guidance that requires credit losses on financial assets measured at amortized cost basis to be presented based on the net amount expected to be collected, not based on incurred losses. Further, credit losses on available-for-sale debt securities should be recorded through an allowance for credit losses limited to the amount by which fair value is below amortized cost. The new standard is effective for the Company beginning in fiscal 2020. Early adoption for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 is permitted. The Company is currently evaluating the effect of the updated standard on its consolidated financial statements and related disclosures.

In August 2016, the FASB issued new guidance related to the statement of cash flows. This guidance amended the existing accounting standards for the statement of cash flows and provided guidance on certain classification issues related to the statement

9

of cash flows. The new standard is effective for the Company beginning in fiscal 2018 and early adoption is permitted. The amendments should be applied retrospectively to all periods presented. For issues that are impracticable to apply retrospectively, the amendments may be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact of these amendments on its statement of cash flows, which will likely include a reclassification of contingent consideration payments for business combinations from cash flows from investing activities, to both cash flows from operating and financing activities.

In October 2016, the FASB issued new guidance related to income taxes. This standard requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. The guidance will be effective for the Company in its first quarter of fiscal 2018. The Company is currently evaluating the effect of the updated standard on its consolidated financial statements and related disclosures.

In January 2017, the FASB issued new guidance that simplifies the accounting for goodwill impairment by requiring impairment charges to be based on the first step in current GAAP's two-step impairment test. The impairment test is performed by comparing the fair value of a reporting unit with its carrying amount and an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new standard is to be applied on a prospective basis and is effective for the Company beginning in fiscal 2020 and early adoption is permitted. The Company is currently evaluating the effect of the updated standard on its consolidated financial statements and related disclosures.

In February 2017, the FASB issued new guidance clarifying the scope and application of existing guidance related to the sale or transfer of non-financial assets to non-customers, including partial sales. The amendments are effective at the same time as the new revenue recognition guidance, which the Company expects to adopt in the first quarter of fiscal 2018. The Company is currently evaluating the effect of the updated standard on its consolidated financial statements and related disclosures.

NOTE 3. STOCKHOLDERS’ EQUITY

Stock Repurchase Activities

In August 2015, the Company’s Board of Directors approved a stock repurchase program (2015 Stock Repurchase Program), authorizing the Company to repurchase up to $400.0 million of Trimble’s common stock.

Under the share repurchase program, the Company may repurchase shares from time to time in open market transactions, privately negotiated transactions, accelerated share buyback programs, tender offers, or by other means. The timing and amount of repurchase transactions will be determined by the Company’s management based on its evaluation of market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time without prior notice.

During the first two quarters of fiscal 2017, the Company repurchased approximately 0.8 million shares of common stock in open market purchases, at an average price of $32.34 per share, for a total of $27.4 million under the 2015 Stock Repurchase Program.

Stock repurchases are reflected as a decrease to common stock based on par value and additional-paid-capital based on the average book value per share for all outstanding shares calculated at the time of each individual repurchase transaction. The excess of the purchase price over this average for each repurchase is charged to retained earnings. As a result of the 2017 repurchases, retained earnings was reduced by $22.7 million in the first two quarters of fiscal 2017. Common stock repurchases under the program were recorded based upon the trade date for accounting purposes. At the end of the first two quarters of fiscal 2017, the 2015 Stock Repurchase Program had remaining authorized funds of $103.0 million.

Stock-Based Compensation Expense

Stock compensation expense is recognized based on the fair value of the portion of share-based payment awards that is expected to vest during the period and is net of estimated forfeitures.

The following table summarizes stock-based compensation expense for the second quarter and first two quarters of fiscal 2017 and 2016.

10

	Second Quarter of				First Two Quarters of
	2017		2016		2017		2016
(In millions)
Cost of sales	$	0.9	$	0.9	$	1.7	$	1.9
Research and development	2.6		2.4		5.0		4.7
Sales and marketing	2.4		2.2		4.6		4.2
General and administrative	9.3		7.5		17.6		15.9
Total operating expense	14.3		12.1		27.2		24.8
Total stock-based compensation expense	$	15.2	$	13.0	$	28.9	$	26.7

NOTE 4. BUSINESS COMBINATIONS

During the first two quarters of fiscal 2017, the Company acquired seven businesses, with total cash consideration of $158.0 million. The Condensed Consolidated Statements of Income include the operating results of the businesses from the dates of acquisition. The acquisitions were not significant individually or in the aggregate. The largest acquisition was a manufacturer of vision-based automatic wayside inspection systems for the railroad industry. In the aggregate, the businesses acquired during the first two quarters of fiscal 2017 contributed less than one percent to the Company's total revenue during the first two quarters of fiscal 2017. In the beginning of the third quarter of fiscal 2017, the Company acquired privately-held Müller-Elektronik, a German company specializing in implement control and precision farming solutions. The acquisition was purchased with a portion of the Company's existing foreign cash.

The Company determined the total consideration paid for each of its acquisitions as well as the fair value of the assets acquired and liabilities assumed as of the date of acquisition. For certain acquisitions completed in the last two quarters of fiscal 2016 and the first two quarters of fiscal 2017, the fair value of the assets acquired and liabilities assumed are preliminary and may be adjusted as the Company obtains additional information, primarily related to adjustments for the true up of acquired net working capital in accordance with certain purchase agreements, and estimated values of certain net tangible assets and liabilities including tax balances, pending the completion of final studies and analyses. If there are adjustments made for these items, the fair value of intangible assets and goodwill could be impacted. Thus, the provisional measurements of fair value are subject to change. Such changes could be significant. The Company expects to finalize the valuation of the net tangible and intangible assets as soon as practicable, but not later than one-year from the acquisition date.

The fair value of identifiable assets acquired and liabilities assumed were determined under the acquisition method of accounting for business combinations. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The fair value of intangible assets acquired is generally determined based on a discounted cash flow analysis. Acquisition costs directly related to the acquisitions, including the changes in the fair value of the contingent consideration liabilities, of $4.3 million and $6.4 million for the second quarter and the first two quarters of fiscal 2017, respectively, and $0.9 million and $2.5 million for the second quarter and the first two quarters of fiscal 2016, respectively, were expensed as incurred and were included in General and administrative expense in the Condensed Consolidated Statements of Income.

The following table summarizes the Company’s business combinations completed during the first two quarters of fiscal 2017:

	First Two Quarters of
	2017
(In millions)
Fair value of total purchase consideration	$	158.0
Less fair value of net assets acquired:
Net tangible assets acquired	7.0
Identifiable intangible assets	91.5
Deferred income taxes	(5.9		)
Goodwill	$	65.4

Intangible Assets

The following table presents details of the Company’s total intangible assets:

11

As of	Second Quarter of Fiscal 2017							Fiscal Year End 2016
	Gross							Gross
	Carrying		Accumulated			Net Carrying		Carrying		Accumulated			Net Carrying
(In millions)	Amount		Amortization			Amount		Amount		Amortization			Amount
Developed product technology	$	853.5	$	(672.9	)	$	180.6	$	794.8	$	(620.6	)	$	174.2
Trade names and trademarks	54.7		(45.7		)	9.0		50.9		(42.9		)	8.0
Customer relationships	487.4		(321.9		)	165.5		438.7		(294.1		)	144.6
Distribution rights and other intellectual properties	67.2		(58.8		)	8.4		64.3		(57.8		)	6.5
	$	1,462.8	$	(1,099.3	)	$	363.5	$	1,348.7	$	(1,015.4	)	$	333.3

The estimated future amortization expense of purchased intangible assets as of the end of the second quarter of fiscal 2017 was as follows:

(In millions)
2017 (Remaining)	$	72.6
2018	117.8
2019	77.1
2020	48.7
2021	27.0
Thereafter	20.3
Total	$	363.5

Goodwill

In March 2017, the information used to allocate resources and assess performance that is provided to the Company's chief operating decision maker, its Chief Executive Officer, changed to better reflect the Company's customer base and end markets. The new reporting structure consists of four operating segments, each representing a single reporting unit: Buildings and Infrastructure, Geospatial, Resources and Utilities, and Transportation. Goodwill was reassigned to the new reporting units using the relative fair values and, as a result of this reassignment, an impairment assessment was performed immediately before and after the reorganization of the Company’s reporting structure. There was no goodwill impairment resulting from this assessment in the first quarter of fiscal 2017.

The changes in the carrying amount of goodwill by segment for the first two quarters of fiscal 2017 were as follows:

	Buildings and Infrastructure			Geospatial			Resources and Utilities		Transportation		Total
(In millions)
Balance as of fiscal year end 2016	$	663.7		$	405.1		$	217.7	$	791.1	$	2,077.6
Additions due to acquisitions				—			31.9		33.5		65.4
Purchase price adjustments- prior years' acquisitions	(0.1		)	—			—		—		(0.1		)
Foreign currency translation adjustments	27.2			10.8			5.1		4.6		47.7
Divestiture (1)	—			(6.9		)	—		—		(6.9		)
Balance as of the end of the second quarter of fiscal 2017	$	690.8		$	409.0		$	254.7	$	829.2	$	2,183.7

(1) In the first quarter of 2017, the Company sold its ThingMagic business, which was part of the Geospatial segment.

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NOTE 5. INVENTORIES

Inventories consisted of the following:

	Second Quarter of		Fiscal Year End
As of	2017		2016
(In millions)
Raw materials	$	72.5	$	77.9
Work-in-process	9.6		6.8
Finished goods	141.2		134.1
Total inventories	$	223.3	$	218.8

Finished goods includes $17.4 million and $14.4 million at the end of the second quarter of fiscal 2017 and fiscal year end 2016 for costs of sales that have been deferred in connection with deferred revenue arrangements.

NOTE 6. SEGMENT INFORMATION

Operating segments are defined as components of an enterprise that engage in business activities for which separate financial information is available and evaluated by the Company's Chief Executive Officer (our chief operating decision maker or "CODM") in deciding how to allocate resources and assess performance. The CODM evaluates each segment’s performance and allocates resources based on segment operating income before income taxes and corporate allocations. The Company and each of its segments employ consistent accounting policies. In each of its segments, the Company sells many individual products. For this reason it is impracticable to segregate and identify revenue for each of the individual products or group of products. Stock-based compensation is shown in the aggregate within unallocated corporate expense and is not reflected in the segment results, which is consistent with the way the CODM evaluates each segment's performance and allocates resources.

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

The Company’s 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, government, and land management.

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

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

The following tables present revenue, operating income, depreciation expense and identifiable assets for the four reportable segments. Operating income is revenue less cost of sales and operating expense, excluding unallocated corporate expenses, restructuring charges, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition and divestiture items, and executive transition costs. The identifiable assets that the CODM views by segment are accounts receivable, inventories and goodwill.

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	Reporting Segments
	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
Second Quarter of Fiscal 2017
Revenue	$	222.7	$	165.3	$	111.0	$	162.9	$	661.9
Operating income	50.4		30.2		34.8		26.2		141.6
Depreciation expense	1.5		1.5		0.6		1.4		5.0
Second Quarter of Fiscal 2016
Revenue	$	202.8	$	163.9	$	99.0	$	143.9	$	609.6
Operating income	38.9		28.5		29.9		20.4		117.7
Depreciation expense	1.9		1.9		0.5		1.3		5.6
First Two Quarters of Fiscal 2017
Segment revenue	$	410.8	$	315.1	$	230.9	$	319.0	$	1,275.8
Operating income	83.1		58.1		77.0		51.0		269.2
Depreciation expense	3.3		2.8		1.2		2.8		10.1
First Two Quarters of Fiscal 2016
Segment revenue	$	376.5	$	316.1	$	212.8	$	287.2	$	1,192.6
Operating income	61.3		54.6		64.8		44.2		224.9
Depreciation expense	3.7		3.5		1.0		2.6		10.8
As of the Second Quarter of Fiscal 2017
Accounts receivable, net	$	127.4	$	118.7	$	64.7	$	84.5	$	395.3
Inventories	50.3		100.9		30.7		41.4		223.3
Goodwill	690.8		409.0		254.7		829.2		2,183.7
As of Fiscal Year End 2016
Accounts receivable, net	$	104.7	$	108.3	$	65.5	$	76.3	$	354.8
Inventories	51.3		100.4		31.0		36.1		218.8
Goodwill	663.7		405.1		217.7		791.1		2,077.6

A reconciliation of the Company’s consolidated segment operating income to consolidated income before income taxes is as follows:

	Second Quarter of						First Two Quarters of
	2017			2016			2017			2016
(In millions)
Consolidated segment operating income	$	141.6		$	117.7		$	269.2		$	224.9
Unallocated corporate expense	(20.4		)	(18.7		)	(38.8		)	(37.4		)
Restructuring charges	(2.8		)	(4.9		)	(6.2		)	(7.0		)
Amortization of purchased intangible assets	(35.8		)	(39.6		)	(69.1		)	(79.9		)
Stock-based compensation	(15.2		)	(13.0		)	(28.9		)	(26.7		)
Amortization of acquisition-related inventory step-up	(0.5		)	—			(0.6		)	—
Acquisition and divestiture items	(4.3		)	(0.9		)	(6.4		)	(2.5		)
Executive transition costs	—			(0.1		)	—			(1.0		)
Consolidated operating income	62.6			40.5			119.2			70.4
Non-operating income (expense), net:	5.0			(2.2		)	14.0			(2.7		)
Consolidated income before taxes	$	67.6		$	38.3		$	133.2		$	67.7

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NOTE 7. DEBT

Debt consisted of the following:

	Second Quarter of			Fiscal Year End
As of	2017			2016
(In millions)
Notes:
Principal amount	$	400.0		$	400.0
Unamortized discount on Notes	(2.3		)	(2.5		)
Debt issuance costs	(2.3		)	(2.4		)
Credit Facilities:
2014 Credit Facility	69.0			94.0
Uncommitted facilities	147.0			130.0
Promissory notes and other debt	0.9			0.8
Total debt	612.3			619.9
Less: Short-term debt	147.3			130.3
Long-term debt	$	465.0		$	489.6

Notes

In November 2014, the Company issued $400.0 million of Senior Notes (the "Notes") in a public offering registered with the Securities and Exchange Commission. The Notes mature on December 1, 2024 and accrue interest at a rate of 4.75% per annum, payable semiannually in arrears in cash on December 1 and June 1 of each year. The Notes are classified as long-term in the Condensed Consolidated Balance Sheet and are presented net of unamortized discount and debt issuance costs. The discount and debt issuance costs are being amortized to interest expense using the effective interest rate method over the term of the Notes.

In connection with the Notes offering, Trimble entered into an Indenture with U.S. Bank National Association, as trustee. Trimble may redeem the Notes at its option at any time, in accordance with the terms and conditions set forth in the Indenture. The Indenture contains no financial covenants. Further details regarding the terms of the Notes, including the redemption rights, and the Indenture, are provided in the Company’s fiscal 2016 Annual Report on Form 10-K.

Credit Facilities

2014 Credit Facility

In November 2014, the Company entered into a five-year credit agreement with a group of lenders, which provides for an unsecured revolving loan facility of $1.0 billion (the "2014 Credit Facility"). Under the 2014 Credit Facility, the Company may borrow, repay and reborrow funds under the revolving loan facility until its maturity on November 24, 2019, at which time the revolving facility will terminate, and all outstanding loans, together with all accrued and unpaid interest, must be repaid. The interest rate on the non-current debt outstanding under the 2014 Credit Facility was 2.26% and 1.80% at the end of the second quarter of fiscal 2017 and fiscal year end 2016, respectively, and is payable on a quarterly basis. Amounts not borrowed under the revolving facility will be subject to a commitment fee.

The outstanding balance of $69.0 million as of the end of the second quarter of fiscal 2017 and $94.0 million at the end of fiscal 2016 are classified as long-term debt in the Condensed Consolidated Balance Sheet. Unamortized debt issuance costs associated with the 2014 Credit Facility are presented as assets in the Condensed Consolidated Balance sheet and are being amortized to interest expense using the effective interest rate method over the term of the 2014 Credit Facility.

In February 2016, the Company entered into an amendment to the 2014 Credit Facility to facilitate the Company's reincorporation from California to Delaware and to effect other non-financial terms. In August 2016, the Company entered into a second amendment to revise a definition used in determining when a change of control of the Company may occur.

The Company was in compliance with all covenants pertaining to the 2014 Credit Facility at the end of the second quarter of fiscal 2017.

Uncommitted Facilities

The Company also has two$75 million revolving credit facilities which are uncommitted (the "Uncommitted Facilities"). The Uncommitted Facilities may be called by the lenders at any time, have no covenants and no specified expiration date. The $147.0 million outstanding at the end of the second quarter of fiscal 2017 and the $130.0 million outstanding at the end of fiscal 2016

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under the Uncommitted Facilities are classified as short-term debt in the Condensed Consolidated Balance Sheet. The weighted average interest rate on the Uncommitted Facilities was 1.91% at the end of the second quarter of fiscal 2017 and 1.65% at the end of fiscal 2016.

Promissory Notes and Other Debt

At the end of the second quarter of fiscal 2017 and the year end of fiscal 2016, the Company had promissory notes and other notes payable totaling approximately $0.9 million and $0.8 million, respectively, of which $0.6 million and $0.5 million, respectively, was classified as long-term in the Condensed Consolidated Balance Sheet.

Debt Maturities

At the end of the second quarter of fiscal 2017, the Company's debt maturities based on outstanding principal were as follows (in millions):

Year Payable
2017 (Remaining)	$	147.3
2018	0.2
2019	0.2
2020	69.2
2021	—
Thereafter	400.0
Total	$	616.9

NOTE 8. CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

The Company started to invest in available-for-sale securities in the third quarter of fiscal 2016. The following table summarizes the Company’s available-for-sale securities at the end of the second quarter of fiscal 2017 and at the end of fiscal 2016.

	Second Quarter of Fiscal 2017		At the end of Fiscal 2016
(In millions)
Available-for-sale securities:
U.S. Treasury securities	$	11.7	$	11.7
Municipal debt securities	—		10.0
Corporate debt securities	73.9		31.7
Time deposit	—		2.4
Commercial paper	28.8		77.5
Total available-for-sale securities	$	114.4	$	133.3
Reported as:
Cash equivalents	$	13.2	$	22.2
Short-term investments	101.2		111.1
Total	$	114.4	$	133.3

The Company did not realize any gains or losses on its available-for-sale securities during the second quarter of 2017, and the net unrealized loss was $0.1 million which was included in Accumulated other comprehensive loss at the end of the second quarter of 2017.

The following table presents the contractual maturities of the Company's available-for-sale investments at the end of the second quarter of fiscal 2017.

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	Second Quarter of Fiscal 2017
(In millions)	Amortized Cost
Due in less than 1 year	$	106.2
Due in 1 to 5 years	8.2
Due in 5-10 years	—
Due after 10 years	—
Total	$	114.4

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

NOTE 9. FAIR VALUE MEASUREMENTS

The Company determines fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters. Where observable prices or inputs are not available, valuation models are applied. Hierarchical levels, defined by the guidance on fair value measurements, are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, and are as follows:

Level I—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities.

Level II—Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level III—Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Fair Value on a Recurring Basis

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Assets and liabilities measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations.

	Fair Values as of the end of the Second Quarter of Fiscal 2017								Fair Values as of Fiscal Year End 2016
(In millions)	Level I		Level II		Level III		Total		Level I		Level II		Level III		Total
Assets
Available-for-sale securities:
U.S. Treasury securities (1)	$	—	$	11.7	$	—	$	11.7	$	—	$	11.7	$	—	$	11.7
Municipal debt securities (1)	—		—		—		—		—		10.0		—		10.0
Corporate debt securities (1)	—		73.9		—		73.9		—		31.7		—		31.7
Time deposit (1)	—		—		—		—		—		2.4		—		2.4
Commercial paper (1)	—		28.8		—		28.8		—		77.5		—		77.5
Total available-for-sale securities	—		114.4		—		114.4		—		133.3		—		133.3
Deferred compensation plan assets (2)	25.8		—		—		25.8		22.6		—		—		22.6
Derivative assets (3)	—		1.0		—		1.0		—		0.2		—		0.2
Contingent consideration assets (4)	—		—		7.0		7.0		—		—		7.0		7.0
Total assets measured at fair value	$	25.8	$	115.4	$	7.0	$	148.2	$	22.6	$	133.5	$	7.0	$	163.1
Liabilities
Deferred compensation plan liabilities (2)	$	25.8	$	—	$	—	$	25.8	$	22.6	$	—	$	—	$	22.6
Derivative liabilities (3)	—		0.4		—		0.4		—		0.1		—		0.1
Contingent consideration liabilities (5)	—		—		21.2		21.2		—		—		4.5		4.5
Total liabilities measured at fair value	$	25.8	$	0.4	$	21.2	$	47.4	$	22.6	$	0.1	$	4.5	$	27.2

(1) The Company’s available-for sale securities are valued using readily available pricing sources for comparable instruments, or model-driven valuations using significant inputs derived from or corroborated by observable market data, including yield curves and credit ratings.

(2) The Company maintains a self-directed, non-qualified deferred compensation plan for certain executives and other highly compensated employees. The plan assets and liabilities are invested in actively traded mutual funds and individual stocks valued using observable quoted prices in active markets. Deferred compensation plan assets and liabilities are included in Other non-current assets and Other non-current liabilities, respectively, on the Company's Condensed Consolidated Balance Sheets.

(3) Derivative assets and liabilities primarily represent forward currency exchange contracts. The Company typically enters into these contracts to minimize the short-term impact of foreign currency exchange rates on certain trade and inter-company receivables and payables. The fair values are determined using inputs based on observable quoted prices. Derivative assets and liabilities are included in Other current assets and Other current liabilities on the Company's Condensed Consolidated Balance Sheets.

(4) Contingent consideration assets represent arrangements for buyers to pay the Company for certain businesses that it has divested. The fair values are determined based on the Company's expectations of future receipts and the effects of the application of discount rates. The minimum amount to be received under these arrangements is $3.5 million. Contingent consideration assets are included in Other receivables and Other non-current assets on the Company's Condensed Consolidated Balance Sheets.

(5) Contingent consideration liabilities represent arrangements to pay the former owners of certain companies that Trimble acquired. The undiscounted maximum payments under the arrangements is $56.9 million at the end of the second quarter of fiscal 2017. The fair values are determined using the expected cash flow approach based upon estimated future revenues, gross margins or other milestones. Contingent consideration liabilities are included in Other current liabilities and Other non-current liabilities on the Company's Condensed Consolidated Balance Sheets.

Additional Fair Value Information

The following table provides additional fair value information relating to the Company’s outstanding financial instruments:

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	Carrying Amount		Fair Value		Carrying Amount		Fair Value
As of	Second Quarter of Fiscal 2017				Fiscal Year End 2016
(In millions)
Liabilities:
Notes	$	400.0	$	431.0	$	400.0	$	410.6
2014 Credit Facility	69.0		69.0		94.0		94.0
Uncommitted facilities	147.0		147.0		130.0		130.0
Promissory notes and other debt	0.9		0.9		0.8		0.8

The fair value of the Notes was determined based on observable market prices in less active markets and is categorized accordingly as Level II in the fair value hierarchy. The fair value of the bank borrowings and promissory notes has been calculated using an estimate of the interest rate the Company would have had to pay on the issuance of notes with a similar maturity and discounting the cash flows at that rate, and is categorized as Level II in the fair value hierarchy. The fair values do not give an indication of the amount that the Company would currently have to pay to extinguish any of this debt.

NOTE 10. PRODUCT WARRANTIES

The Company accrues for warranty costs as part of its cost of sales based on associated material product costs, technical support, labor costs, and costs incurred by third parties performing work on the Company’s behalf. The Company’s expected future costs are primarily estimated based upon historical trends in the volume of product returns within the warranty period and the costs to repair or replace the equipment. When products sold include warranty provisions, they are covered by a warranty for periods ranging generally from 1 year to 2 years.

While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of component suppliers, its warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage, or service delivery costs differ from the estimates, revisions to the estimated warranty accrual and related costs may be required.

Changes in the Company’s product warranty liability during the first two quarters of fiscal 2017 are as follows:

(In millions)
Balance as of fiscal year end 2016	$	17.2
Acquired warranties	0.2
Accruals for warranties issued	9.0
Changes in estimates	(0.3		)
Warranty settlements (in cash or in kind)	(8.6		)
Balance as of the end of the second quarter of fiscal 2017	$	17.5

NOTE 11. EARNINGS PER SHARE

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

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

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	Second Quarter of				First Two Quarters of
	2017		2016		2017		2016
(In millions, except per share amounts)
Numerator:
Net income attributable to Trimble Inc.	$	49.9	$	35.7	$	100.4	$	55.5
Denominator:
Weighted average number of common shares used in basic earnings per share	253.0		250.5		252.5		250.8
Effect of dilutive securities	4.1		3.2		4.0		3.1
Weighted average number of common shares and dilutive potential common shares used in diluted earnings per share	257.1		253.7		256.5		253.9
Basic earnings per share	$	0.20	$	0.14	$	0.40	$	0.22
Diluted earnings per share	$	0.19	$	0.14	$	0.39	$	0.22

For the second quarter of fiscal 2017 and 2016, the Company excluded 0.7 million and 4.5 million shares of outstanding stock options, respectively, from the calculation of diluted earnings per share because their effect would have been antidilutive. For the first two quarters of fiscal 2017 and 2016, the Company excluded 0.7 million and 4.8 million shares of outstanding stock options, respectively, from the calculation of diluted earnings per share because their effect would have been antidilutive.

NOTE 12. INCOME TAXES

For the second quarter of fiscal 2017, the Company’s effective income tax rate was 26% as compared to 7% in the corresponding period in fiscal 2016, primarily due to a one time discrete tax benefit from the divestiture of the Advanced Public Safety (APS) business in the second quarter of 2016. For the first two quarters of fiscal 2017, the Company's effective income tax rate was 25% as compared to 18% in the corresponding period in fiscal 2016, primarily due to a one time discrete tax benefit from the APS divestiture in the second quarter of 2016, partially offset by a favorable change in the geographic mix of pre-tax income in fiscal 2017.

Historically, the Company's effective tax rate has been lower than the U.S. federal statutory rate of 35% primarily due to the tax rates associated with certain earnings from operations in lower-tax jurisdictions. The Company has not provided for U.S. taxes on such earnings due to the indefinite reinvestment of such earnings outside the U.S.

The Company and its subsidiaries are subject to U.S. federal and state, and foreign income tax. The Company is currently in different stages of multiple year examinations by the Internal Revenue Service (the "IRS") as well as various state and foreign taxing authorities.

In the first quarter of fiscal 2015, the Company received a Notice of Proposed Adjustment from the IRS for the fiscal years 2010 and 2011. The proposed adjustments primarily relate to the valuations of intercompany transfers of acquired intellectual property. The assessments of tax, interest and penalties for the years in question total $67.0 million. The Company does not agree with the IRS position and filed a protest with the IRS Appeals Office in April 2015. The IRS appeals process commenced in March 2016. Although the Company continues to believe in the merits of its positions, during the fourth quarter of fiscal 2016, the Company submitted a written proposal to the IRS to settle certain aspects of the assessments constituting $15.8 million of the total $67.0 million assessment. The Company intends to vigorously contest the IRS position on the remaining items, and believes that its existing reserves are adequate.

Although timing of the resolution and/or closure of audits is not certain, the Company believes it is reasonably possible that its gross unrecognized tax benefits could decrease (whether by payment, release or a combination of both) in the next 12 months by up to $8.6 million primarily related to the IRS partial settlement discussed above.

The unrecognized tax benefits of $66.9 million and $60.5 million as of the end of the second quarter of fiscal 2017 and fiscal year end 2016, respectively, if recognized, would favorably affect the effective income tax rate in future periods. Unrecognized tax benefits are recorded in Other non-current liabilities and in the deferred tax accounts in the accompanying Condensed Consolidated Balance Sheets.

The Company's practice is to recognize interest and/or penalties related to income tax matters in income tax expense.  As of the end of the second quarter of fiscal 2017 and fiscal year end 2016, the Company had accrued $10.1 million and $9.3 million, respectively, for interest and penalties, which are recorded in Other non-current liabilities in the accompanying Condensed Consolidated Balance Sheets.

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NOTE 13. COMMITMENTS AND CONTINGENCIES

Operating Leases and Other Commitments

The estimated future minimum operating lease commitments as of the end of the second quarter of fiscal 2017 are as follows (in millions):

2017 (Remaining)	$	17.7
2018	33.1
2019	25.0
2020	18.7
2021	15.1
Thereafter	40.3
Total	$	149.9

As of the end of the second quarter of fiscal 2017, the Company had unconditional purchase obligations of approximately $186.0 million. These unconditional purchase obligations primarily represent open non-cancelable purchase orders for material purchases with the Company’s vendors. Purchase obligations exclude agreements that are cancelable without penalty.

Additionally, the Company has certain acquisitions which include additional earn-out cash payments based on estimated future revenues, gross margins or other milestones. As of the end of the second quarter of fiscal 2017, the Company had $21.2 million included in Other current liabilities and Other non-current liabilities related to these earn-outs, representing the fair value of the contingent consideration.

Litigation

On September 2, 2011, Recreational Data Services, LLC filed a lawsuit in the Superior Court for the State of Alaska in Anchorage against Trimble Navigation Limited, Cabela’s Incorporated, AT&T Mobility and Alascom, Inc., alleging breach of contract, breach of fiduciary duty, interference with contract, promissory estoppel, fraud, and negligent misrepresentation. The case was tried in front of a jury in Alaska beginning on September 9, 2014. On September 26, 2014, the jury returned a verdict in favor of the plaintiff and awarded the plaintiff damages of $51.3 million. On January 29, 2015, the court granted our Motion for Judgment Notwithstanding the Verdict, and on March 18, 2015, the Court awarded the Company a portion of its incurred attorneys’ fees and costs, and entered Final Judgment in the Company’s favor in the amount of $0.6 million.  The Final Judgment also provides that the plaintiff take nothing on its claims.  On April 17, 2015, the plaintiff filed a Notice of Appeal to the Alaska Supreme Court. On March 24, 2017, the Alaska Supreme Court affirmed, in part, and reversed, in part, the trial court's decision.  The Alaska Supreme Court affirmed the trial court's determination that Plaintiff had not proven damages and was not entitled to recover any lost profits, but remanded the case to the trial court for an award of nominal damages to Plaintiff.  On April 17, 2017, Plaintiff filed a Motion for Rehearing with the Alaska Supreme Court. On August 3, 2017, the Alaska Supreme Court denied rehearing on the finding that Plaintiff had failed to prove damages, returning the case to the trial court to award nominal damages. 

From time to time, the Company is also involved in litigation arising out of the ordinary course of its business. There are no other material legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of the Company's or its subsidiaries' property is subject.

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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to the “safe harbor” created by those sections. These statements include, among other things:

• the portion of our revenue coming from sales to international customers;

• seasonal fluctuations in our construction and agricultural equipment business revenues, macroeconomic conditions, and business conditions in the markets we serve;

• our plans to continue to invest in research and development at a rate consistent with our past, to develop and introduce new products, to improve our competitive position, and to enter new markets;

• our belief that increases in recurring revenue from our software and solutions will provide us with enhanced business visibility over time;

• our belief that our cash and cash equivalents and short-term investments, together with borrowings under our 2014 Credit Facility, will be sufficient to meet our anticipated operating cash needs, debt service, planned capital expenditures, and stock purchases under the stock repurchase program for at least the next twelve months;

• fluctuations in interest rates; and

• the imposition of barriers to international trade.

The forward-looking statements regarding future events and the future results of Trimble Inc. ("Trimble" or "the Company" or "we" or "our" or "us") are based on current expectations, estimates, forecasts, and projections about the industries in which Trimble operates and the beliefs and assumptions of the management of Trimble. Discussions containing such forward-looking statements may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below. In some cases, forward-looking statements can be identified by terminology such as "may, " "will, " "should, " "could, " "predicts, " "potential, " "continue, " "expects, " "anticipates, " "future, " "intends, " "plans, " "believes, " "estimates, " and similar expressions. These forward-looking statements involve certain risks and uncertainties that could cause actual results, levels of activity, performance, achievements, and events to differ materially from those implied by such forward-looking statements, including but not limited to those discussed in "Risk Factors" below and elsewhere in this report, as well as in the Company’s Annual Report on Form 10-K for fiscal year 2016 and in other reports Trimble files with the Securities and Exchange Commission, each as it may be amended from time to time. These forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q. We reserve the right to update these forward-looking statements for any reason, including the occurrence of material events, but assume no duty to update these statements to reflect subsequent events.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's Discussion and Analysis of Financial Condition and Results of Operations is based on our Condensed Consolidated Financial Statements. The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles requires us to make judgments, assumptions, and estimates that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying Notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact the company in the future, actual results may be different from the estimates. Management believes that there have been no significant changes during the second quarter of fiscal 2017 to the items that we disclosed as our critical accounting policies and estimates in the Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2016 Annual Report on Form 10-K.

RECENT ACCOUNTING PRONOUNCEMENTS

For a summary of recent accounting pronouncements applicable to our Consolidated Financial Statements, see Note 2 to our Condensed Consolidated Financial Statements in Item 1, which is incorporated herein by reference.

EXECUTIVE LEVEL OVERVIEW

Trimble began operations in 1978 and was originally incorporated in California as Trimble Navigation Limited in 1981. On October 1, 2016, Trimble Navigation Limited changed its name to Trimble Inc. ("Trimble" or the "Company") and changed its state of incorporation from the State of California to the State of Delaware.

In March 2017, we changed the reporting of our segment financial results to better reflect our customer base and end markets. Beginning with the first quarter of fiscal 2017, we are reporting our financial performance, including revenues and operating income, based on four new reportable segments: Buildings and Infrastructure, Geospatial, Resources and Utilities, and

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Transportation. Comparative period financial information by reportable segment has been recast to conform with the current presentation.

The Buildings and Infrastructure segment primarily serves customers working in architecture, engineering, construction and operations and maintenance. The Geospatial segment primarily serves customers working in surveying, engineering, government and land management. The Resources and Utilities segment primarily serves customers working in agriculture, forestry, and utilities. The Transportation segment primarily serves customers working in transportation, including transportation and logistics, automotive, rail and military aviation.

Trimble is a leading provider of technology solutions that optimize the work processes of office and mobile field professionals around the world. Our comprehensive work process solutions are used across a range of industries including agriculture, architecture, civil engineering, construction, government, natural resources, transportation and utilities. Representative Trimble customers include engineering and construction firms, contractors, surveying companies, farmers and agricultural companies, transportation and logistics companies, energy, mining and utility companies, and state, federal and municipal governments.

Trimble focuses on integrating its broad technological and application capabilities to create vertically-focused, system-level solutions that transform how work is done within the industries we serve. The integration of sensors, software, connectivity, and information in our portfolio gives us the unique ability to provide an information model specific to the customer’s workflow. For example, in construction, our strategy is centered on the concept of a “constructible model” which is at the center of our “Connected Construction Site” solutions which provide real-time, connected, and cohesive information environments for the design, build, and operational phases of projects. In agriculture, we continue to develop “Connected Farm” solutions to optimize operations across the agriculture workflow. In transportation and logistics, our “Connected Fleet” solutions provide transportation companies with tools to enhance fuel efficiency, safety, and transparency through connected vehicles and fleets across the enterprise.

Our growth strategy is centered on multiple elements:

• Focus on attractive markets with significant growth and profitability potential - We focus on large markets historically underserved by technology that offer significant potential for long-term revenue growth, profitability and market leadership. Our core industries such as construction, agriculture, and transportation markets are each multi-trillion dollar global industries which operate in increasingly demanding environments with technology adoption in the early phases relative to other industries. With the emergence of mobile computing capabilities, the increasing technological know-how of end users and the compelling return on investment to our customers, we believe many of our markets are ripe for substituting Trimble’s technology and solutions in place of traditional operating methods.

• Domain knowledge and technological innovation that benefit a diverse customer base - We have over time redefined our technological focus from hardware-driven point solutions to integrated work process solutions by developing domain expertise and heavily reinvesting in R&D and acquisitions. We have been spending approximately 14% to 15% of revenue over the past several years on R&D and currently have over 1,200 unique patents. We intend to continue to take advantage of our technology portfolio and deep domain knowledge to quickly and cost-effectively deliver specific, targeted solutions to each of the vertical markets we serve. We look for opportunities where the opportunity for technological change is high and which have a requirement for the integration of multiple technologies into complete vertical solutions.

• Increasing focus on software and services - Software and services are increasingly important elements of our solutions and are core to our growth strategy. Trimble has an open application programming interface ("API") philosophy and open vendor environment which leads to increased adoption of our software offerings. We believe that increased recurring revenue from these solutions will provide us with enhanced business visibility over time. Professional services constitute an additional growth channel that helps our customers integrate and optimize the use of our offerings in their environment.

• Geographic expansion with localization strategy - We view international expansion as an important element of our strategy and we continue to position ourselves in geographic markets that will serve as important sources of future growth. We currently have a physical presence in over 35 countries and distribution channels in over 100 countries. In second quarter of 2017, approximately 50% of our sales were to customers located in countries outside of the U.S.

• Optimized go to market strategies to best access our markets - We utilize vertically-focused distribution channels that leverage domain expertise to best serve the needs of individual markets domestically and abroad. These channels include independent dealers, joint ventures, original equipment manufacturers ("OEM") sales, and distribution alliances with key partners, such as CNH Global, Caterpillar, and Nikon, as well as direct sales to end-users, that provide us with broad market reach and localization capabilities to effectively serve our markets.

• Strategic acquisitions - Organic growth continues to be our primary focus, while acquisitions serve to enhance our market position. We acquire businesses that bring domain expertise, technology, products, or distribution capabilities that augment our portfolio and allow us to penetrate existing markets more effectively, or to establish a market beachhead. Our success in targeting and effectively integrating acquisitions is an important aspect of our growth strategy.

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Trimble’s focus on these growth drivers has led over time to growth in revenue and profitability as well as an increasingly diversified business model. Software and services growth is driving increased recurring revenue, leading to improved visibility in some of our businesses. As our solutions have expanded, our go to market model has also evolved, with a balanced mix between direct, distribution and OEM customers, and an increasing number of enterprise level customer relationships.

For the second quarter of fiscal 2017, total revenue increased by $52.3 million compared to the second quarter of fiscal 2016. By geography, North America and Europe were significantly up and to a lesser extent, Asia-Pacific and the rest of the world were up year over year as well. We continue to experience a shift in revenue towards a more significant mix of software, recurring revenue, and services, driven both by organic growth and acquisitions.

During the first two quarters of fiscal 2017, we acquired seven businesses, with total cash consideration of $158.0 million, in our Transportation and Resources and Utilities segment. The largest acquisition was a manufacturer of vision-based automatic wayside inspection systems for the railroad industry. Our Condensed Consolidated Statements of Income include the operating results of the businesses from the dates of acquisition.

In addition, in the first quarter of 2017, we sold our ThingMagic business. Our ThingMagic business provided ultra high frequency radio frequency identification ("RFID") modules and finished RFID readers to OEMs in the medical and advanced industrial markets and was part of the Geospatial segment.

Seasonality of Business

Construction purchases, within our Buildings and Infrastructure segment, tend to occur in early spring, and U.S. governmental agencies tend to utilize funds available at the end of the government’s fiscal year for additional purchases at the end of our third fiscal quarter in September of each year. Our agricultural equipment business revenues, within our Resources and Utilities segment, have historically been the highest in the first quarter, followed by the second quarter, reflecting buying in anticipation of the spring planting season in the Northern hemisphere. However, overall as a company, as a result of diversification of our business across segments and the increased impact of subscription revenues, we may experience less seasonality in the future. Changes in global macroeconomic conditions could also impact the level of seasonality we experience.

RESULTS OF OPERATIONS

Overview

The following table is a summary of revenue, gross margin and operating income for the periods indicated and should be read in conjunction with the narrative descriptions below.

	Second Quarter of						First Two Quarters of
	2017			2016			2017			2016
(In millions)
Revenue:
Product	$	445.6		$	407.0		$	851.0		$	800.6
Service	110.0			109.7			216.8			211.3
Subscription	106.3			92.9			208.0			180.7
Total revenue	$	661.9		$	609.6		$	1,275.8		$	1,192.6
Gross margin	$	346.5		$	315.6		$	673.1		$	616.2
Gross margin %	52.3		%	51.8		%	52.8		%	51.7		%
Operating income	$	62.6		$	40.5		$	119.2		$	70.4
Operating income %	9.5		%	6.6		%	9.3		%	5.9		%

Revenue

For the second quarter of fiscal 2017, total revenue increased$52.3 million or 9% compared to the second quarter of fiscal 2016. Product revenue increased$38.6 million or 9%, service revenue increased$0.3 million or 0%, and subscription revenue increased$13.4 million or 14%. In the first two quarters of fiscal 2017, total revenue increased$83.2 million or 7% compared to the first two quarters of fiscal 2016. Product revenue increased$50.4 million or 6%, service revenue increased$5.5 million or 3%, and subscription revenue increased$27.3 million or 15%. For the second quarter, the product and subscription revenue increased

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primarily due to organic growth in Buildings and Infrastructure, Resources and Utilities, and Transportation. For the first two quarters of fiscal 2017, product, service and subscription revenue increased primarily due to organic growth in Buildings and Infrastructure, Resources and Utilities, and Transportation.

On a segment basis, Buildings and Infrastructure revenue for the second quarter of fiscal 2017increased$19.9 million or 10%, Transportation revenue increased$19.0 million or 13%, Resources and Utilities revenue increased$12.0 million or 12%, and Geospatial revenue increased $1.4 million or 1%, compared to the second quarter of fiscal 2016. Buildings and Infrastructure revenue for the first two quarters of fiscal 2017 increased$34.3 million or 9%, Transportation revenue increased$31.8 million or 11%, Resources and Utilities revenue increased$18.1 million or 9%, partially offset by a decrease in Geospatial revenue of $1.0 million or less than 1%, compared to the first two quarters of fiscal 2016. For the second quarter of fiscal 2017, Buildings and Infrastructure revenue increased primarily due to strong civil engineering and construction organic growth. Transportation revenue increased due to continued growth in the transportation and logistics market. Resources and Utilities revenue increased due to strong performance in agriculture and correction services. Geospatial revenue increased slightly for the second quarter mainly due to geospatial organic growth, partially offset by the impact of divestitures. For the first two quarters of fiscal 2017, Buildings and Infrastructure was up due to strong civil engineering and construction as well as building construction organic growth. Transportation revenue increased due to continued growth in the transportation and logistics market. Resources and Utilities revenue increased due to strong performance in agriculture and positioning services. Geospatial revenue slightly decreased for the first two quarters primarily due to the impact of divestitures, partially offset by geospatial organic growth.

Gross Margin

Gross margin varies due to a combination of factors including product mix, pricing, distribution channel, production volumes and foreign currency translations.

Gross margin increased by $30.9 million and $56.9 million for the second quarter and the first two quarters of fiscal 2017, respectively, compared to the corresponding periods in fiscal 2016. Gross margin as a percentage of total revenue was 52.3% and 52.8% for the second quarter and the first two quarters of fiscal 2017, respectively, compared to 51.8% and 51.7% for the corresponding periods in fiscal 2016. For the second quarter of fiscal 2017, the increase in gross margin percentage was due to lower intangibles amortization due to fully amortized intangibles from prior acquisitions, slightly offset by product mix due to increased hardware sales in Buildings and Infrastructure and Transportation. For the first two quarters of fiscal 2017, the increase in gross margin percentage was due to lower intangibles amortization due to fully amortized intangibles from prior acquisitions and to a lesser extent, product mix due to higher margin sales in the first quarter as compared to the prior year period.

Operating Income

Operating income increased by $22.1 million and $48.8 million for the second quarter and the first two quarters of fiscal 2017, respectively, compared to the corresponding periods in fiscal 2016. Operating income as a percentage of total revenue was 9.5% and 9.3% for the second quarter and the first two quarters of fiscal 2017, respectively, compared to 6.6% and 5.9% for the corresponding periods in fiscal 2016.

For the second quarter of fiscal 2017, the increases in operating income and operating income percentage were attributable to revenue expansion across all segments, strong operating expense control and lower amortization of purchased intangible assets, partially offset by increased acquisition costs. For the first two quarters of fiscal 2017, the increases in operating income and operating income percentage were attributable to revenue expansion, strong operating expense control and lower amortization of purchased intangible assets.

Results by Segment

In March 2017, we changed the reporting of our segment financial results to better reflect our customer base and end markets. Beginning with the first quarter of fiscal 2017, we are reporting our financial performance, including revenues and operating income, based on four new reportable segments: Buildings and Infrastructure, Geospatial, Resources and Utilities, and Transportation. Comparative period financial information by reportable segment has been recast to conform with the current presentation.

Operating income is revenue less cost of sales and operating expense, excluding unallocated corporate expenses, restructuring charges, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition and divestiture items and executive transition costs.

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The following table is a summary of revenue and operating income by segment:

	Second Quarter of						First Two Quarters of
	2017			2016			2017			2016
(In millions)
Buildings and Infrastructure
Revenue	$	222.7		$	202.8		$	410.8		$	376.5
Segment revenue as a percent of total revenue	34		%	33		%	32		%	31		%
Operating income	$	50.4		$	38.9		$	83.1		$	61.3
Operating income as a percent of segment revenue	23		%	19		%	20		%	16		%
Geospatial
Revenue	$	165.3		$	163.9		$	315.1		$	316.1
Segment revenue as a percent of total revenue	25		%	27		%	25		%	27		%
Operating income	$	30.2		$	28.5		$	58.1		$	54.6
Operating income as a percent of segment revenue	18		%	17		%	18		%	17		%
Resources and Utilities
Revenue	$	111.0		$	99.0		$	230.9		$	212.8
Segment revenue as a percent of total revenue	17		%	16		%	18		%	18		%
Operating income	$	34.8		$	29.9		$	77.0		64.8
Operating income as a percent of segment revenue	31		%	30		%	33		%	30		%
Transportation
Revenue	$	162.9		$	143.9		$	319.0		$	287.2
Segment revenue as a percent of total revenue	24		%	24		%	25		%	24		%
Operating income	$	26.2		$	20.4		$	51.0		$	44.2
Operating income as a percent of segment revenue	16		%	14		%	16		%	15		%

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

	Second Quarter of						First Two Quarters of
	2017			2016			2017			2016
(In millions)
Consolidated segment operating income	$	141.6		$	117.7		$	269.2		$	224.9
Unallocated corporate expense	(20.4		)	(18.7		)	(38.8		)	(37.4		)
Restructuring charges	(2.8		)	(4.9		)	(6.2		)	(7.0		)
Amortization of purchased intangible assets	(35.8		)	(39.6		)	(69.1		)	(79.9		)
Stock-based compensation	(15.2		)	(13.0		)	(28.9		)	(26.7		)
Amortization of acquisition-related inventory step-up	(0.5		)	—			(0.6		)	—
Acquisition and divestiture items	(4.3		)	(0.9		)	(6.4		)	(2.5		)
Executive transition costs	—			(0.1		)	—			(1.0		)
Consolidated operating income	62.6			40.5			119.2			70.4
Non-operating income (expense), net:	5.0			(2.2		)	14.0			(2.7		)
Consolidated income before taxes	$	67.6		$	38.3		$	133.2		$	67.7

Buildings and Infrastructure

Buildings and Infrastructure revenue increased by $19.9 million or 10% and $34.3 million or 9% for the second quarter and the first two quarters of fiscal 2017, respectively, compared to the corresponding periods in fiscal 2016. Segment operating income increased$11.5 million or 30% and $21.8 million or 36% for the second quarter and the first two quarters of fiscal 2017, respectively, compared to the corresponding periods in fiscal 2016.

The revenue increase for the second quarter of fiscal 2017 was primarily due to organic growth in civil engineering and construction products, which continued to be driven by strong OEM sales. Civil engineering and construction experienced strong growth in markets such as Europe and Asia Pacific, particularly in Japan and China. To a lesser extent, building construction also contributed

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to growth. In addition to civil engineering and construction strength, the revenue increase for the first two quarters of fiscal 2017 was attributable to strong performance in building construction, including growth in architecture and design and BIM software products in the first quarter. Operating income increased for the second quarter and the first two quarters of fiscal 2017, primarily due to revenue growth and operating expense control across many businesses.

Geospatial

Geospatial revenue increased$1.4 million or 1% and decreased $1.0 million or less than 1% for the second quarter and the first two quarters of fiscal 2017, respectively, compared to the corresponding periods in fiscal 2016. Segment operating income increased by $1.7 million or 6% and $3.5 million or 6% for the second quarter and the first two quarters of fiscal 2017, respectively, compared to the corresponding period in fiscal 2016.

The revenue increase for the second quarter of fiscal 2017 was primarily due to geospatial organic growth including the new SX 10, our scanning total station, and Applanix sales growth, partially offset by divestitures, including ThingMagic. Geospatial experienced growth in most regions including North America, Europe and Asia Pacific, particularly in Japan and China. The revenue decrease for the first two quarters of fiscal 2017 was primarily due to the impact of the divestitures, partially offset by organic growth. Operating income increased for the second quarter and the first two quarters of fiscal 2017 primarily due to slightly higher margin product mix and strong expense control across many businesses.

Resources and Utilities

Resources and Utilities revenue increased by $12.0 million or 12% and $18.1 million or 9% for the second quarter and the first two quarters of fiscal 2017, respectively, compared to the corresponding periods in fiscal 2016. Segment operating income increased$4.9 million or 16% and $12.2 million or 19% for the second quarter and the first two quarters of fiscal 2017, respectively, compared to the corresponding periods in fiscals 2016.

Resources and Utilities revenue increased for the second quarter and the first two quarters of fiscal 2017 primarily due to strong performance in agriculture and correction services. Agriculture continued to experience growth due to strong OEM sales and experienced growth in markets such as Europe and Latin America, particularly in Brazil and Argentina, as well as improvement in North America, which provided slight growth. Operating income increased for the second quarter and the first two quarters of fiscal 2017 primarily due to revenue and gross margin expansion in agriculture and correction services and operating expense control across many businesses.

Transportation

Transportation revenue increased by $19.0 million or 13% and $31.8 million or 11% for the second quarter and the first two quarters of fiscal 2017, respectively, compared to the corresponding periods in fiscal 2016. Segment operating income increased by $5.8 million or 28% and $6.8 million or 15% for the second quarter and the first two quarters of fiscal 2017, respectively, compared to the corresponding periods in fiscal 2016.

Transportation revenue increased for the second quarter and the first two quarters of fiscal 2017 primarily due to continued organic growth in the transportation and logistics business, particularly in North America due to the Electronic Logging Device government mandate as well as complementary product sales such as video cameras. Operating income increased for the second quarter and the first two quarters of fiscal 2017 due to revenue expansion in the transportation and logistics business and operating expense control across many businesses, partially offset by continued investments in discrete new initiatives, such as truck driver communities.

Research and Development, Sales and Marketing and General and Administrative Expense

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Research and development (R&D), sales and marketing (S&M) and general and administrative (G&A) expense are summarized in the following table:

	Second Quarter of						First Two Quarters of
	2017			2016			2017			2016
(In millions)
Research and development	$	90.8		$	92.0		$	179.5		$	179.7
Percentage of revenue	14		%	15		%	14		%	15		%
Sales and marketing	$	100.4		$	97.4		$	195.2		$	194.1
Percentage of revenue	15		%	16		%	15		%	16		%
General and administrative	$	75.1		$	65.6		$	144.4		$	133.9
Percentage of revenue	11		%	11		%	12		%	12		%
Total	$	266.3		$	255.0		$	519.1		$	507.7
Percentage of revenue	40		%	42		%	41		%	43		%

Overall, R&D, S&M and G&A expense increased by approximately $11.3 million and $11.4 million for the second quarter and the first two quarters of fiscal 2017, respectively, compared to the corresponding period in fiscal 2016.

Research and development expense decreased by $1.2 million or 1% for the second quarter and was flat for the first two quarters of fiscal 2017, respectively, compared to the corresponding periods in fiscal 2016.

As compared to the prior year, the decrease in the second quarter of fiscal 2017 was primarily due to a $1.9 million decrease in consulting expense, a $1.1 million decrease due to favorable foreign exchange rates, and a $1.3 million decrease in other expense, partially offset by a $3.1 million increase in compensation expense.

As compared to the prior year, the decrease in the first two quarters of fiscal 2017 was primarily due to a $2.0 million decrease due to favorable foreign exchange rates, a $2.4 million decrease in other expense, and a $0.7 million decrease in consulting expense, partially offset by a $4.9 million increase in compensation expense.

Overall, research and development spending was 14% of revenue in the second quarter and the first two quarters of fiscal 2017, compared to 15% in both the corresponding periods of fiscal 2016.

We believe that the development and introduction of new products are critical to our future success, and we expect to continue active development of new products.

Sales and marketing expense increased by $3.0 million or 3.1% and $1.1 million or 0.6% for the second quarter and the first two quarters of fiscal 2017, respectively, compared to the corresponding periods in fiscal 2016.

As compared to the prior year, the increase in the second quarter of fiscal 2017 was primarily due to a $2.2 million increase in compensation expense, $1.2 million in expense from acquisitions not applicable in the prior corresponding period, and a $0.8 million increase in other expense, partially offset by a $1.2 million decrease due to favorable foreign exchange rates.

As compared to the prior year, the increase in the first two quarters of fiscal 2017 was primarily due to $2.0 million in expense from acquisitions not applicable in the prior corresponding period, a $1.3 million increase in compensation expense, partially offset by a $2.2 million decrease due to favorable foreign exchange rates.

Overall, spending for sales and marketing was 15% of revenue in the second quarter and the first two quarters of fiscal 2017, compared to approximately 16% in both the corresponding periods of fiscal 2016.

General and administrative expense increased by a $9.5 million, or 14% and $10.5 million or 8% for the second quarter and the first two quarters of fiscal 2017, respectively, compared to the corresponding periods in fiscal 2016.

As compared to the prior year, the increase in the second quarter of fiscal 2017 was primarily due to a $8.0 million increase in compensation expense and $2.2 million in expense from acquisitions not applicable in the prior corresponding period, partially offset by a $0.5 million decrease due to favorable foreign exchange rates and a $0.2 million decrease in other expense.

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As compared to the prior year, the increase in the first two quarters of fiscal 2017 was primarily due to a $10.7 million increase in compensation expense and $3.2 million in expense from acquisitions not applicable in the prior corresponding period, partially offset by a $2.2 million decrease in other expense and a $1.2 million decrease due to favorable foreign exchange rates.

Overall, general and administrative spending was 11% and 12% of revenue in the second quarter and the first two quarters of both fiscal 2017 and 2016, respectively.

Restructuring charges

Restructuring charges primarily consist of severance and benefits, resulting from employee headcount reductions in connection with our restructuring programs related to decisions to streamline processes and reduce the cost structure. As of the end of the second quarter of fiscal 2017, our restructuring liability was $1.6 million, which is expected to be substantially settled by the second quarter of fiscal 2018. Restructuring liabilities are reported within Other current liabilities on the Condensed Consolidated Balance Sheets. 

Amortization of Purchased Intangible Assets

Amortization of purchased intangible assets was $35.8 million in the second quarter of fiscal 2017, compared to $39.6 million in the second quarter of fiscal 2016. Of the total $35.8 million in the second quarter of fiscal 2017, $15.3 million is presented as a separate line within Operating expense and $20.5 million is presented as a separate line within Cost of sales in our Condensed Consolidated Statements of Income. Of the total $39.6 million in the second quarter of fiscal 2016, $15.6 million is presented as a separate line within Operating expense and $24.0 million is presented as a separate line within Cost of sales in our Condensed Consolidated Statements of Income. Amortization in the second quarter of fiscal 2017 reflects acquisitions not included in the corresponding period of fiscal 2016 offset by the fully amortized intangibles from prior acquisitions. As of the end of the second quarter of fiscal 2017 future amortization of intangible assets is expected to be $72.6 million during the remainder of fiscal 2017, $117.8 million during 2018, $77.1 million during 2019, $48.7 million during 2020, $27.0 million during 2021 and $20.3 million thereafter.

Non-operating Income (Expense), Net

The components of Non-operating income (expense), net, were as follows:

	Second Quarter of						First Two Quarters of
	2017			2016			2017			2016
(In millions)
Interest expense, net	$	(6.0	)	$	(6.6	)	$	(12.1	)	$	(13.2	)
Foreign currency transaction gain (loss), net	—			(1.5		)	1.4			(1.6		)
Income from equity method investments, net	9.9			5.8			14.1			8.7
Other income, net	1.1			0.1			10.6			3.4
Total non-operating income (expense), net	$	5.0		$	(2.2	)	$	14.0		$	(2.7	)

Non-operating income (expense), net increased$7.2 million and $16.7 million for the second quarter and the first two quarters of fiscal 2017, respectively, compared to the corresponding periods in fiscal 2016. The increase for the second quarter was primarily due to an increase in joint venture profitability and, to a lesser extent, the favorable impact from foreign currency exchange. The increase for the first two quarters was primarily due to divestiture gains included in Other income, net, an increase in joint venture profitability and, to a lesser extent, the favorable impact from foreign currency exchange.

Income Tax Provision

Our effective income tax rate for the second quarter of fiscal 2017 was 26% as compared to 7% in the corresponding period in fiscal 2016, primarily due to a one time discrete tax benefit from the divestiture of the Advanced Public Safety (APS) business in the second quarter of 2016. For the first two quarters of fiscal 2017, our effective income tax rate was 25% as compared to 18% in the corresponding period in fiscal 2016, primarily due to a one time discrete tax benefit from the APS divestiture in the second quarter of 2016, partially offset by a favorable change in the geographic mix of pre-tax income in fiscal 2017.

Historically, our effective tax rate has been lower than the U.S. federal statutory rate of 35% primarily due to the tax rates associated with certain earnings from operations in lower-tax jurisdictions. We have not provided for U.S. taxes on such earnings due to the indefinite reinvestment of such earnings outside the U.S.

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OFF-BALANCE SHEET FINANCINGS AND LIABILITIES

Other than lease commitments incurred in the normal course of business, we do not have any off-balance sheet financing arrangements or liabilities, guarantee contracts, retained or contingent interests in transferred assets, or any obligation arising out of a material variable interest in an unconsolidated entity. We do not have any majority-owned subsidiaries that are not included in the Condensed Consolidated Financial Statements. Additionally, we do not have any interest in, or relationship with, any special purpose entities.

In the normal course of business to facilitate sales of our products, we indemnify other parties, including customers, lessors and parties to other transactions with us, with respect to certain matters. We have agreed to hold the other party harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. From time to time, in connection with divesting some of our businesses or assets, we may also indemnify purchasers for certain matters in the normal course of business, such as breaches of representations, covenants or excluded liabilities. In addition, we have entered into indemnification agreements with our officers and directors, and our bylaws contain similar indemnification obligations to our agents.

It is not possible to determine the maximum potential 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 by us under these agreements were not material and no liabilities have been recorded for these obligations on the Condensed Consolidated Balance Sheets as of the end of the second quarter of fiscal 2017 and fiscal year end 2016.

LIQUIDITY AND CAPITAL RESOURCES

	Second Quarter of			Fiscal Year End
As of	2017			2016
(In millions, except percentages)
Cash and cash equivalents and short-term investments	$	486.1		$	327.2
As a percentage of total assets	12.0		%	8.9		%
Principal balance of outstanding debt	616.9			624.8
	First Two Quarters of
	2017			2016
(In millions)
Cash provided by operating activities	$	248.7		$	195.6
Cash used in investing activities	(110.3		)	(12.6		)
Cash provided by (used in) financing activities	19.3			(68.3		)
Effect of exchange rate changes on cash and cash equivalents	11.1			1.2
Net increase in cash and cash equivalents	$	168.8		$	115.9

Cash and Cash Equivalents and Short-Term Investments

As of the end of the second quarter of fiscal 2017, cash, cash equivalents, and short-term investments totaled $486.1 million compared to $327.2 million as of fiscal year end 2016. We had a principal balance of outstanding debt of $616.9 million as of the end of the second quarter of fiscal 2017, compared to $624.8 million as of fiscal year end 2016.

Our ability to continue to generate cash from operations will depend in large part on profitability, the rate of collections of accounts receivable, our inventory turns and our ability to manage other areas of working capital.

Our cash, cash equivalents and short-term investments are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions considered to be of reputable credit and to present little credit risk. Our investment policy requires the portfolio to include only securities with high credit quality and a weighted average maturity not to exceed 6 months, with the main objective of preserving capital and maintaining liquidity. We maintain an investment portfolio of various holdings, types, and maturities. We classify our investments as short-term investments based on their nature and their availability for use in current operations. We believe that our cash and cash equivalents, short-term investments, and borrowings under our 2014 Credit Facility

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as described below under the heading "Debt", will be sufficient to meet our anticipated operating cash needs, debt service, planned capital expenditures, acquisitions and stock repurchases under the stock repurchase program for at least the next twelve months.

Operating Activities

Cash provided by operating activities was $248.7 million for the first two quarters of fiscal 2017, compared to $195.6 million for the first two quarters of fiscal 2016. The increase of $53.1 million was primarily driven by an increase in revenue and a decrease in working capital requirements and other liabilities.

Investing Activities

Cash used in investing activities was $110.3 million for the first two quarters of fiscal 2017, compared to $12.6 million for the first two quarters of fiscal 2016. The increase of $97.7 million was primarily due to increased spending for business acquisitions and purchases of available-for-sale investments, partially offset by proceeds from maturities and sales of short-term investments, and proceeds from sales of businesses.

Financing Activities

Cash provided by financing activities was $19.3 million for the first two quarters of fiscal 2017, compared to cash used in financing activities of $68.3 million for the first two quarters of fiscal 2016. The increase of cash provided by financing activities of $87.6 million was primarily driven by a decrease in repurchases of common stock and an increase in issuance of common stock.

Accounts Receivable and Inventory Metrics

	Second Quarter of	Fiscal Year End
As of	2017	2016
Accounts receivable days sales outstanding	54	55
Inventory turns per year	5.2	4.8

Accounts receivable days sales outstanding were down to 54 days as of the end of the second quarter of fiscal 2017, compared to 55 days as of the end of fiscal 2016. Our accounts receivable days sales outstanding are calculated based on ending accounts receivable, net, divided by revenue for the corresponding fiscal quarter, times a quarterly average of 91 days. Our inventory turns were 5.2 as of the end of the second quarter of fiscal 2017, compared to 4.8 as of the end of fiscal 2016. Our inventory turnover is calculated based on total cost of sales for the most recent twelve months divided by average ending inventory, net, for this same twelve month period.

Debt

Notes

In November 2014, we issued $400.0 million of Senior Notes (the "Notes") in a public offering registered with the Securities and Exchange Commission. The Notes mature on December 1, 2024 and accrue interest at a rate of 4.75% per annum, payable semiannually in arrears in cash on December 1 and June 1 of each year. In connection with the Notes offering, we entered into an Indenture with U.S. Bank National Association, as trustee. We may redeem the Notes at our option at any time, in accordance with the terms and conditions set forth in the Indenture. Further details regarding the terms of the Notes, including the redemption rights, and the Indenture, are provided in the Company’s Annual Report on Form 10-K for fiscal 2016.

2014 Credit Facility

In November 2014, we entered into a five-year credit agreement with a group of lenders, which provides for an unsecured revolving loan facility of $1.0 billion (the "2014 Credit Facility"). Under the 2014 Credit Facility, we may borrow, repay and reborrow funds under the revolving loan facility until its maturity on November 24, 2019, at which time the revolving facility will terminate, and all outstanding loans, together with all accrued and unpaid interest, must be repaid. The interest rate on the non-current debt outstanding under the 2014 Credit Facility was 2.26% and 1.80% at the end of the second quarter of fiscal 2017 and fiscal year end 2016, respectively, and is payable on a quarterly basis. The outstanding balance of $69.0 million as of the end of the second quarter of fiscal 2017 and $94.0 million at the end of fiscal 2016 are classified as long-term debt. Amounts not borrowed under the revolving facility will be subject to a commitment fee. In February 2016, we entered into an amendment to the 2014 Credit Facility to facilitate our proposed reincorporation from California to Delaware and to effect other non-financial terms. In August 2016, we entered into a second amendment to revise a definition used in determining when a change of control of the Company may occur. We were in compliance with all covenants pertaining to the 2014 Credit Facility at the end of the second quarter of fiscal 2017.

Uncommitted Facilities

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We also have two$75 million revolving credit facilities which are uncommitted (the "Uncommitted Facilities"). The Uncommitted Facilities may be called by the lenders at any time, have no covenants and no specified expiration date. The $147.0 million outstanding at the end of the second quarter of fiscal 2017 and the $130.0 million outstanding at the end of fiscal 2016 under the Uncommitted Facilities are considered short-term. The weighted average interest rate on the Uncommitted Facilities was 1.91% at the end of the second quarter of fiscal 2017 and 1.65% at the end of fiscal 2016.

Promissory Notes and Other Debt

At the end of the second quarter of fiscal 2017 and the end of fiscal 2016, we had promissory notes and other notes payable totaling approximately $0.9 million and $0.8 million, respectively, of which $0.6 million and $0.5 million, respectively, was classified as long-term in the Condensed Consolidated Balance Sheet.

For additional discussion of our debt, see Note 7 of Notes to Condensed Consolidated Financial Statements.

Repatriation of Foreign Earnings and Income Taxes

As of the second quarter of fiscal 2017, $461.7 million of cash, cash equivalents and short-term investment was held by our foreign subsidiaries, of which $11.9 million was borrowed from the U.S. under intercompany financing arrangements. If these loaned funds are needed for our operations in the U.S., we would not be required to accrue and pay U.S. federal and state taxes to repatriate the loaned funds. To the extent of other repatriation of cash held by foreign entities, we generally would be required to pay U.S. federal and state taxes.  While a significant portion of our foreign earnings continue to be permanently reinvested in our foreign subsidiaries, it is anticipated this reinvestment will not impede cash needs at the parent company level. However, if we were to make significant acquisitions or stock repurchases, we may be required to increase our outstanding indebtedness, which could result in increased borrowing costs. In our determination of which foreign earnings are permanently reinvested, we consider numerous factors, including the financial requirements of the U.S. parent company, the financial requirements of the foreign subsidiaries, and the tax consequences of remitting the foreign earnings back to the U.S. There are no other material impediments to our ability to access sources of liquidity and our resulting ability to meet short and long-term liquidity needs, other than in the event we are not in compliance with the covenants under our 2014 Credit Facility or the potential tax costs of remitting foreign earnings back to the U.S.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures. The non-GAAP financial measures included in the following tables as well as detailed explanations to the adjustments to comparable GAAP measures, are set forth below:

Non-GAAP gross margin

We believe our investors benefit by understanding our non-GAAP gross margin as a way of understanding how product mix, pricing decisions and manufacturing costs influence our business. Non-GAAP gross margin excludes restructuring charges, amortization of purchased intangible assets, stock-based compensation and amortization of acquisition-related inventory step-up from GAAP gross margin. We believe that these exclusions offer investors additional information that may be useful to view trends in our gross margin performance.

Non-GAAP operating expenses

We believe this measure is important to investors evaluating our non-GAAP spending in relation to revenue. Non-GAAP operating expenses exclude restructuring charges, amortization of purchased intangible assets, stock-based compensation, acquisition/divestiture costs associated with external and incremental costs resulting directly from merger and acquisition activities such as legal, due diligence, and integration costs, and executive transition costs from GAAP operating expenses. We believe that these exclusions offer investors supplemental information to facilitate comparison of our operating expenses to our prior results.

Non-GAAP operating income

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

Non-GAAP non-operating income (expense), net

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

Non-GAAP income tax provision

We believe that providing investors with the non-GAAP income tax provision is beneficial because it provides for consistent treatment of the excluded items in our non-GAAP presentation.

Non-GAAP net income

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

Non-GAAP diluted net income per share

We believe our investors benefit by understanding our non-GAAP operating performance as reflected in a per share calculation as a way of measuring non-GAAP operating performance by ownership in the company. Non-GAAP diluted net income per share excludes restructuring charges, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition/divestiture costs, executive transition costs, and non-GAAP tax adjustments from GAAP diluted net income per share. We believe that these exclusions offer investors a useful view of our diluted net income per share compared to our past diluted net income per share.

These non-GAAP measures can be used to evaluate our historical and prospective financial performance, as well as our performance relative to competitors. We believe some of our investors track our ""core operating performance"" as a means of evaluating our performance in the ordinary, ongoing, and customary course of our operations. Core operating performance excludes items that are non-cash, not expected to recur or not reflective of ongoing financial results. Management also believes that looking at our core operating performance provides a supplemental way to provide consistency in period to period comparisons. Accordingly, management excludes from non-GAAP those items relating to restructuring charges, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition/divestiture costs, executive transition costs, and non-GAAP tax adjustments. For detailed explanations of the adjustments made to comparable GAAP measures, see items ( A ) - ( I ) below.

		Second Quarter of										First Two Quarters of
		2017					2016					2017					2016
		Dollar			% of		Dollar			% of		Dollar			% of		Dollar			% of
(In millions, except per share amounts)		Amount			Revenue		Amount			Revenue		Amount			Revenue		Amount			Revenue
GROSS MARGIN:
GAAP gross margin:		$	346.5		52.3	%	$	315.6		51.8	%	$	673.1		52.8	%	$	616.2		51.7	%
Restructuring charges	( A )	0.5			0.1	%	0.4			0.1	%	1.0			0.1	%	0.7			0.1	%
Amortization of purchased intangible assets	( B )	20.5			3.1	%	24.0			3.9	%	39.5			3.1	%	48.1			4.0	%
Stock-based compensation	( C )	0.9			0.1	%	0.9			0.1	%	1.7			0.1	%	1.9			0.1	%
Amortization of acquisition-related inventory step-up	( D )	0.5			0.1	%	—			—	%	0.6			—	%	—			—	%
Non-GAAP gross margin:		$	368.9		55.7	%	$	340.9		55.9	%	$	715.9		56.1	%	$	666.9		55.9	%
OPERATING EXPENSES:
GAAP operating expenses:		$	283.9		42.8	%	$	275.1		45.1	%	$	553.9		43.5	%	$	545.8		45.8	%
Restructuring charges	( A )	(2.3		)	(0.3	)%	(4.5		)	(0.7	)%	(5.2		)	(0.4	)%	(6.3		)	(0.5	)%
Amortization of purchased intangible assets	( B )	(15.3		)	(2.3	)%	(15.6		)	(2.6	)%	(29.6		)	(2.3	)%	(31.8		)	(2.7	)%
Stock-based compensation	( C )	(14.3		)	(2.2	)%	(12.1		)	(2.0	)%	(27.2		)	(2.2	)%	(24.8		)	(2.1	)%
Acquisition / divestiture items	( E )	(4.3		)	(0.6	)%	(0.9		)	(0.1	)%	(6.4		)	(0.6	)%	(2.5		)	(0.2	)%
Executive transition costs	( F )	—			—	%	(0.1		)	—	%	—			—	%	(1.0		)	(0.1	)%
Non-GAAP operating expenses:		$	247.7		37.4	%	$	241.9		39.7	%	$	485.5		38.0	%	$	479.4		40.2	%

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OPERATING INCOME:
GAAP operating income:		$	62.6		9.5	%	$	40.5		6.7	%	$	119.2		9.3	%	$	70.4		5.9	%
Restructuring charges	( A )	2.8			0.4	%	4.9			0.8	%	6.2			0.5	%	7.0			0.6	%
Amortization of purchased intangible assets	( B )	35.8			5.4	%	39.6			6.5	%	69.1			5.4	%	79.9			6.7	%
Stock-based compensation	( C )	15.2			2.3	%	13.0			2.1	%	28.9			2.3	%	26.7			2.2	%
Amortization of acquisition-related inventory step-up	( D )	0.5			0.1	%	—			—	%	0.6			—	%	—			—	%
Acquisition / divestiture items	( E )	4.3			0.6	%	0.9			0.1	%	6.4			0.6	%	2.5			0.2	%
Executive transition costs	( F )	—			—	%	0.1			—	%	—			—	%	1.0			0.1	%
Non-GAAP operating income:		$	121.2		18.3	%	$	99.0		16.2	%	$	230.4		18.1	%	$	187.5		15.7	%
NON-OPERATING INCOME (EXPENSE), NET:
GAAP non-operating income (expense), net:		$	5.0				$	(2.2	)			$	14.0				$	(2.7	)
Acquisition / divestiture items	( E )	(0.8		)			0.4					(8.9		)			(2.7		)
Non-GAAP non-operating income (expense), net:		$	4.2				$	(1.8	)			$	5.1				$	(5.4	)
					GAAP and Non-GAAP Tax Rate %		( I )			GAAP and Non-GAAP Tax Rate %		( I )			GAAP and Non-GAAP Tax Rate %		( I )			GAAP and Non-GAAP Tax Rate %		( I )
INCOME TAX PROVISION:
GAAP income tax provision:		$	17.7		26	%	$	2.7		7	%	$	32.8		25	%	$	12.4		18	%
Non-GAAP items tax effected	( G )	15.0					4.1					25.2					21.0
Difference in GAAP and Non-GAAP tax rate	( H )	(3.8		)			16.4					(3.8		)			10.3
Non-GAAP income tax provision:		$	28.9		23	%	$	23.2		24	%	$	54.2		23	%	$	43.7		24	%
NET INCOME:
GAAP net income attributable to Trimble Inc.		$	49.9				$	35.7				$	100.4				$	55.5
Restructuring charges	( A )	2.8					4.9					6.2					7.0
Amortization of purchased intangible assets	( B )	35.8					39.6					69.1					79.9
Stock-based compensation	( C )	15.2					13.0					28.9					26.7
Amortization of acquisition-related inventory step-up	( D )	0.5					—					0.6					—
Acquisition / divestiture items	( E )	3.5					1.3					(2.5		)			(0.2		)
Executive transition costs	( F )	—					0.1					—					1.0
Non-GAAP tax adjustments	( G ) + ( H )	(11.2		)			(20.5		)			(21.4		)			(31.3		)
Non-GAAP net income attributable to Trimble Inc.		$	96.5				$	74.1				$	181.3				$	138.6
DILUTED NET INCOME PER SHARE:
GAAP diluted net income per share attributable to Trimble Inc.		$	0.19				$	0.14				$	0.39				$	0.22
Restructuring charges	( A )	0.01					0.02					0.03					0.03
Amortization of purchased intangible assets	( B )	0.14					0.15					0.27					0.31
Stock-based compensation	( C )	0.06					0.05					0.11					0.11
Amortization of acquisition-related inventory step-up	( D )	—					—					—					—
Acquisition / divestiture items	( E )	0.01					0.01					(0.01		)			—
Executive transition costs	( F )	—					—					—					—
Non-GAAP tax adjustments	( G ) + ( H )	(0.03		)			(0.08		)			(0.08		)			(0.12		)
Non-GAAP diluted net income per share attributable to Trimble Inc.		$	0.38				$	0.29				$	0.71				$	0.55

A. Restructuring charges. Included in our GAAP presentation of cost of sales and operating expenses, restructuring charges recorded are primarily for employee compensation resulting from reductions in employee headcount in connection with our company restructurings. We exclude restructuring charges from our non-GAAP measures because we believe they do not

34

reflect expected future operating expenses, they are not indicative of our core operating performance, and they are not meaningful in comparisons to our past operating performance. We have incurred restructuring expense in each of the periods presented. However the amount incurred can vary significantly based on whether a restructuring has occurred in the period and the timing of headcount reductions.

B. Amortization of purchased intangible assets. Included in our GAAP presentation of gross margin and operating expenses is amortization of purchased intangible assets. U.S. GAAP accounting requires that intangible assets are recorded at fair value and amortized over their useful lives. Consequently, the timing and size of our acquisitions will cause our operating results to vary from period to period, making a comparison to past performance difficult for investors. This accounting treatment may cause differences when comparing our results to companies that grow internally because the fair value assigned to the intangible assets acquired through acquisition may significantly exceed the equivalent expenses that a company may incur for similar efforts when performed internally. Furthermore, the useful life that we use to amortize our intangible assets over may be substantially different from the time period that an internal growth company incurs and recognizes such expenses. We believe that by excluding the amortization of purchased intangible assets, which primarily represents technology and/or customer relationships already developed, it provides an alternative way for investors to compare our operations pre-acquisition to those post-acquisitions and to those of our competitors that have pursued internal growth strategies. However, we note that companies that grow internally will incur costs to develop intangible assets that will be expensed in the period incurred, which may make a direct comparison more difficult.

C. Stock-based compensation. Included in our GAAP presentation of cost of sales and operating expenses, stock-based compensation consists of expenses for employee stock options and awards and purchase rights under our employee stock purchase plan. We exclude stock-based compensation expense from our non-GAAP measures because some investors may view it as not reflective of our core operating performance as it is a non-cash expense. For the second quarter and the first two quarters of fiscal years 2017 and 2016, stock-based compensation was allocated as follows:

	Second Quarter of				First Two Quarters of
(Dollars in millions)	2017		2016		2017		2016
Cost of sales	$	0.9	$	0.9	$	1.7	$	1.9
Research and development	2.6		2.4		5.0		4.7
Sales and Marketing	2.4		2.2		4.6		4.2
General and administrative	9.3		7.5		17.6		15.9
	$	15.2	$	13.0	$	28.9	$	26.7

D. Amortization of acquisition-related inventory step-up. The purchase accounting entries associated with our business acquisitions require us to record inventory at its fair value, which is sometimes greater than the previous book value of the inventory. Included in our GAAP presentation of cost of sales, the increase in inventory value is amortized to cost of sales over the period that the related product is sold. We exclude inventory step-up amortization from our non-GAAP measures because it is a non-cash expense that we do not believe is indicative of our ongoing operating results. We further believe that excluding this item from our non-GAAP results is useful to investors in that it allows for period-over-period comparability.

E. Acquisition / divestiture items. Included in our GAAP presentation of operating expenses, acquisition costs consist of external and incremental costs resulting directly from merger and acquisition and strategic investment activities such as legal, due diligence, and integration costs, as well as adjustments to the fair value of earn-out liabilities. Included in our GAAP presentation of non-operating income (expense), net, acquisition / divestiture items includes unusual acquisition, investment, and/or divestiture gains/losses. Although we do numerous acquisitions, the costs that have been excluded from the non-GAAP measures are costs specific to particular acquisitions. These are one-time costs that vary significantly in amount and timing and are not indicative of our core operating performance.

F. Executive transition costs. Included in our GAAP presentation of operating expenses are amounts paid to the Company's former CFO upon his departure under the terms of his executive severance agreement. We excluded these payments from our non-GAAP measures because they represent non-recurring expenses and are not indicative of our ongoing operating expenses. We further believe that excluding the executive transition costs from our non-GAAP results is useful to investors in that it allows for period-over-period comparability.

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G. Non-GAAP items tax effected. This amount adjusts the provision for income taxes to reflect the effect of the non-GAAP items ( A ) - ( F ) on non-GAAP net income. We believe this information is useful to investors because it provides for consistent treatment of the excluded items in this non-GAAP presentation.

H. Difference in GAAP and Non-GAAP tax rate. This amount represents the difference between the GAAP and Non-GAAP tax rates applied to the Non-GAAP operating income plus the Non-GAAP non-operating income (expense), net.

I. GAAP and non-GAAP tax rate %. These percentages are defined as GAAP income tax provision as a percentage of GAAP income before taxes and non-GAAP income tax provision as a percentage of non-GAAP income before taxes. We believe that investors benefit from a presentation of non-GAAP tax rate percentage as a way of facilitating a comparison to non-GAAP tax rates in prior periods.

Non-GAAP Operating Income

Non-GAAP operating income increased by $22.2 million or 22% and $42.9 million or 23% for the second quarter and the first two quarters of fiscal 2017, respectively, compared to the corresponding periods in fiscal 2016. Non-GAAP operating income as a percentage of total revenue was 18.3% and 18.1% for the second quarter and the first two quarters of fiscal 2017, respectively, compared to 16.2% and 15.7% for the corresponding periods in fiscal 2016.

Non-GAAP operating income and Non-GAAP operating income percentage for the second quarter of fiscal 2017 increased primarily attributable to revenue expansion across all segments and strong operating expense control. Non-GAAP operating income and Non-GAAP operating income percentage for the first two quarters of fiscal 2017 increased primarily due to revenue expansion and strong operating expense control.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are exposed to market risk related to changes in interest rates and foreign currency exchange rates. We use certain derivative financial instruments to manage these risks. We do not use derivative financial instruments for speculative purposes. All financial instruments are used in accordance with policies approved by our Board of Directors.

Market Interest Rate Risk

There have been no significant changes to our market interest rate risk assessment. Refer to our 2016 Annual Report on Form 10-K on page 49.

Foreign Currency Exchange Rate Risk

We operate in international markets, which expose us to market risk associated with foreign currency exchange rate fluctuations between the U.S. Dollar and various foreign currencies, the most significant of which is the Euro.

Historically, the majority of our revenue contracts are denominated in U.S. Dollars, with the most significant exception being Europe, where we invoice primarily in Euros. Additionally, a portion of our expenses, primarily the cost to manufacture, cost of personnel to deliver technical support on our products and professional services, sales and sales support and research and development, are denominated in foreign currencies, primarily the Euro.

Revenue resulting from selling in local currencies and costs incurred in local currencies are exposed to foreign currency exchange rate fluctuations which can affect our operating income. As exchange rates vary, operating income may differ from expectations. In the second quarter of fiscal 2017, revenue and operating income were negatively impacted by foreign currency exchange rates by $5.2 million and $0.3 million, respectively. Currency translation subtracted approximately 1% of revenue and 1% of operating income in the second quarter of fiscal 2017.

We enter into foreign currency forward contracts to minimize the short-term impact of foreign currency exchange rate fluctuations on cash and certain trade and inter-company receivables and payables, primarily denominated in Swiss Franc, Euro, British pound and New Zealand and Canadian dollars. These contracts reduce the exposure to fluctuations in foreign currency exchange rate movements as the gains and losses associated with foreign currency balances are generally offset with the gains and losses on the forward contracts. These instruments are marked to market through earnings every period and generally range from one to two months in maturity. We do not enter into foreign currency forward contracts for trading purposes. We occasionally enter into foreign currency forward contracts to hedge the purchase price of some of our larger business acquisitions. Foreign currency forward contracts outstanding as of the end of the second quarter of fiscal 2017 and fiscal year end 2016 are summarized as follows (in millions):

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	Second Quarter of Fiscal 2017						Fiscal Year End 2016
	Nominal Amount			Fair Value			Nominal Amount			Fair Value
Forward contracts:
Purchased	$	165.6		$	1.0		$	(99.2	)	$	—
Sold	$	(112.4	)	$	(0.4	)	$	86.1		$	0.1

ITEM 4. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.

The management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.

(b) Internal Control Over Financial Reporting.

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On September 2, 2011, Recreational Data Services, LLC filed a lawsuit in the Superior Court for the State of Alaska in Anchorage against Trimble Navigation Limited, Cabela’s Incorporated, AT&T Mobility and Alascom, Inc., alleging breach of contract, breach of fiduciary duty, interference with contract, promissory estoppel, fraud, and negligent misrepresentation. The case was tried in front of a jury in Alaska beginning on September 9, 2014. On September 26, 2014, the jury returned a verdict in favor of the plaintiff and awarded the plaintiff damages of $51.3 million. On January 29, 2015, the court granted our Motion for Judgment Notwithstanding the Verdict, and on March 18, 2015, the court awarded us a portion of its incurred attorneys’ fees and costs, and entered judgment in our favor in the amount of $0.6 million.  The judgment also provides that the plaintiff take nothing on its claims.  On April 17, 2015, the plaintiff filed a Notice of Appeal to the Alaska Supreme Court. On March 24, 2017, the Alaska Supreme Court affirmed, in part, and reversed, in part, the trial court's decision.  The Alaska Supreme Court affirmed the trial court's determination that Plaintiff had not proven damages and was not entitled to recover any lost profits, but remanded the case to the trial court for an award of nominal damages to Plaintiff.  On April 17, 2017, Plaintiff filed a Motion for Rehearing with the Alaska Supreme Court. On August 3, 2017, the Alaska Supreme Court denied rehearing on the finding that Plaintiff had failed to prove damages, returning the case to the trial court to award nominal damages. 

From time to time, we are also involved in litigation arising out of the ordinary course of our business. There are no other material legal proceedings, other than ordinary routine litigation incidental to the business, to which we or any of our subsidiaries is a party or of which any of our or our subsidiaries' property is subject.

ITEM 1A. RISK FACTORS

A description of factors that could materially affect our business, financial condition, or operating results is included under "Risk and Uncertainties" in Item 1A of Part I of our 2016 Annual Report on Form 10-K and is incorporated herein by reference. There have been no material changes to the risk factor disclosure since our 2016 Annual Report on Form 10-K. The risk factors described in our Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial conditions and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) None

(b) None

(c) The following table provides information relating to our purchases of equity securities for the second quarter of fiscal 2016.

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	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program
April 1, 2017 – May 5, 2017	182,106	$30.58	182,106	$110,658,389	(1)
May 6, 2017 – June 2, 2017	—	—	—	110,658,389
June 3, 2017 – June 30, 2017	214,507	$35.68	214,507	103,004,100
Total	396,613		396,613

(1) In August 2015, our Board of Directors approved a stock repurchase program (2015 Stock Repurchase Program), authorizing us to repurchase up to $400.0 million of the Company's common stock. The timing and amount of repurchase transactions will be determined by the Company’s management based on its evaluation of market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time without public notice.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 6. EXHIBITS

We have filed, or incorporated into the Report by reference, the exhibits listed on the accompanying Index to Exhibits immediately following the signature page of this Form 10-Q.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRIMBLE INC.
	(Registrant)
By:	/s/    Robert G. Painter
	Robert G. Painter
	Chief Financial Officer
	(Authorized Officer and Principal
	Financial Officer)

DATE: August 7, 2017

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EXHIBIT INDEX

.

3.1	Certificate of Incorporation of the Company. (1)
3.2	Bylaws of the Company. (2)
4.1	Specimen copy of certificate for shares of Common Stock of the Company. (3)
10.1	Form of Change in Control Severance Agreement between the Company and certain Company officers, together with a schedule identifying material differences in the agreements entered into with specific officers. (4)
10.2	Form of Executive Severance Agreement between the Company and certain Company officers, together with a schedule identifying material differences in the agreements entered into with specific officers. (4)
10.3	Age and Service Equity Vesting Program. (4)
10.4	Form of Global Performance Stock Unit Award Agreement (Operating Income/Revenue). (4)
10.5	Form of Global Performance Stock Unit Award Agreement (Total Stockholder Return). (4)
10.6	Second Amendment, dated May 3, 2017, to Lease between the Company and Wilson Oakmead West, LLC (successor in interest to Carr NP Properties, LLC). (4)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 7, 2017. (4)
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 7, 2017. (4)
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated August 7, 2017. (4)
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated August 7, 2017. (4)
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

(1) Incorporated by reference to exhibit number 3.1 to the registrant’s Current Report on Form 8-K filed October 3, 2016.

(2) Incorporated by reference to exhibit number 3.2 to the registrant’s Current Report on Form 8-K filed October 3, 2016.

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

(4) Furnished or filed herewith.

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EX-10.1

[FORM OF AGREEMENT]

10.1

TRIMBLE INC.

CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT, effective on the date of last signature (this “Agreement”), is entered into by and between Trimble Inc., a Delaware corporation (the “Company”), and ______________ (the “Executive”).

W I T N E S S E T H

WHEREAS, the Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its stockholders;

WHEREAS, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may arise and that such possibility may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and

WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its stockholders to secure the Executive’s continued services and to ensure the Executive’s continued and undivided dedication to his duties in the event of any threat or occurrence of a change in control of the Company.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, the Company and the Executive hereby agree as follows:

1.Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:

(a)“Board” means the Board of Directors of the Company.

(b)“Bonus” means the annual or quarterly bonuses payable pursuant to the Company’s Management Incentive Plan or such other plan that provides for the payment of incentive bonuses as may be, from time to time, authorized by the Board.

(c)“Cause” means (i) the Executive’s engagement in acts of embezzlement, dishonesty or moral turpitude; (ii) the conviction of the Executive for having committed a felony; (iii) a breach by the Executive of the Executive’s fiduciary duties and responsibilities to the Company having the potential to result in a material adverse effect on the Company’s business, operations, prospects or reputation; or (iv) the repeated failure of the Executive to perform duties and responsibilities as an employee of the Company to the reasonable satisfaction of the Board (except in the case of death or disability) that has not been cured within thirty (30) days after a written demand for substantial performance has been delivered to the Executive by the Board. The determination of Cause shall be made by the Board.

(d)“Change in Control” means the occurrence of any of the following events:

(i)any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;

(ii)the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;

(iii)the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least sixty percent (60%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or

(iv)a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company.

Notwithstanding anything in this Agreement to the contrary, if the Executive’s employment is terminated within the three months prior to a Change in Control, and the Executive reasonably demonstrates that such termination was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control, then for all purposes of this Agreement, the date immediately prior to the date of such termination of employment shall be deemed to be the date of a Change in Control.

(e)“Code” means the Internal Revenue Code of 1986, as amended.

(f)“Company” means Trimble Inc., a Delaware corporation, and any successor thereto.

(g)“Date of Termination” means the date on which the Executive’s employment by the Company terminates and such termination constitutes a “separation from service” as defined and applied under Section 409A.

(h)“Good Reason” means, without the Executive’s express written consent, the occurrence of any of the following events after a Change in Control:

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(i)the assignment to the Executive of any duties (including a diminution of duties) inconsistent in any adverse respect with the Executive’s position(s), duties, responsibilities or status with the Company immediately prior to such Change in Control;

(ii)an adverse change in the Executive’s reporting responsibilities, titles or offices with the Company as in effect immediately prior to such Change in Control;

(iii)any removal or involuntary termination of the Executive from the Company otherwise than as expressly permitted by this Agreement or any failure to re-elect the Executive to any position with the Company held by the Executive immediately prior to such Change in Control;

(iv)a reduction by the Company in the Executive’s rate of annual base salary as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter;

(v)any requirement of the Company that the Executive (A) be based anywhere more than twenty-five (25) miles from the facility where the Executive is located at the time of the Change in Control or (B) travel on Company business to an extent substantially more burdensome than the travel obligations of the Executive immediately prior to such Change in Control;

(vi)the failure of the Company to (A) continue in effect any compensation plan in which the Executive is participating immediately prior to such Change in Control, or the taking of any action by the Company which would adversely affect the Executive’s participation in or reduce the Executive’s benefits under any such plan (including the failure to provide the Executive with a level of discretionary incentive award grants consistent with the past practice of the Company in granting such awards to the Executive during the three-Year period immediately preceding the Change in Control), (B) provide the Executive and the Executive’s dependents with welfare benefits (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Executive immediately prior to such Change in Control, (C) provide fringe benefits in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Executive immediately prior to such Change in Control, (D) provide the Executive with paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive immediately prior to such Change in Control, or (E) continue in effect any severance agreements, programs or arrangements with the Executive, or in which the Executive was participating, that were in effect immediately prior such Change in Control, unless in the case of any violation of any subsections of this Section (h)(vi), the Executive is permitted to participate in other plans, programs or arrangements which provide the Executive (and, if applicable, the Executive’s dependents) with no less favorable benefits at no greater cost to the Executive;

3

(vii) the Executive no longer being the [TITLE] of the Company or its successor; or

(viii)the failure of the Company to obtain the assumption agreement from any successor as contemplated in Section 12(b) hereof.

Any event or condition described in Sections 1(h)(i) through (vii) which occurs prior to a Change in Control, but was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control, shall constitute Good Reason following a Change in Control for purposes of this Agreement (as if a Change in Control had occurred immediately prior to the occurrence of such event or condition) notwithstanding that it occurred prior to the Change in Control.

For purposes of this Agreement, any good faith determination of Good Reason made by the Executive shall be conclusive; provided, however, that an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive shall not constitute Good Reason. The Executive’s continued employment shall not constitute consent to or a waiver of rights with respect to any event or condition constituting Good Reason. The Executive must provide notice of termination within ninety (90) days of his knowledge of an event or condition constituting Good Reason hereunder or such event shall not constitute Good Reason hereunder. A transaction which results in the Company no longer being a publicly traded entity shall not in and of itself be treated as Good Reason unless and until one of the events or conditions set forth in Sections 1(h)(i) through (vii) occurs.

(i)“Nonqualifying Termination” means a termination of the Executive’s employment (i) by the Company for Cause, (ii) by the Executive for any reason other than Good Reason, (iii) as a result of the Executive’s death or (iv) by the Company due to the Executive’s absence from his duties with the Company on a full-time basis for at least one hundred eighty (180) consecutive days as a result of the Executive’s incapacity due to physical or mental illness.

(j)“Pro-Rated Bonus Amount”means an amount equal to the Bonus that is determined to be payable for the Year in which the Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed between the commencement of the performance period applicable to the Bonus and the Date of Termination, and the denominator of which is the total number of calendar days contained in the performance period.

(k)“Section 409A” means Section 409A of the Code, the related Treasury Regulations and Internal Revenue Service guidance issued regarding the application of Section 409A.

(l)“Subsidiary” means any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities of such corporation or other entity.

4

(m)“Target Bonus Amount” means, with respect to any Year, the Participant’s target Bonus for such Year based upon the Company’s forecasted operational plan.

(n)“Termination Period” means the period of time beginning with a Change in Control and ending one (1) year following such Change in Control.

(o)“Year” means the fiscal year of the Company.

2.Conversion of Performance Restricted Stock Units Upon a Change in Control.

(a)Upon a Change in Control, the following shall apply to each outstanding award of performance-based restricted stock units (“PRSU Award”) held by the Executive that is granted under any of the Company’s stock option or incentive plans:

(i)In the event of a Change in Control that occurs prior to the end of the performance period applicable to the PRSU Award, (A) the performance period applicable to the PRSU Award shall be shortened to end on a date preceding the consummation of the Change in Control selected by the Company (the “Shortened Performance Attainment Date”), (B) a number of performance stock units shall vest immediately prior to the Change in Control equal to the product of (1) the number of performance stock units that become eligible to vest based on the attainment level of the applicable performance goals (or if the attainment level cannot then be measured, the target number of performance stock units subject to the PRSU Award), multiplied by the (2) the Pro Rata Factor (the “Pro Rata Portion”), and (C) the number of performance stock units equal to the difference between (1) the number of performance stock units that became eligible to vest based on attainment of the performance goals and (2) the Pro Rata Portion (the difference between these two amounts, the “Converted RSUs”), shall vest on the last day of the performance period applicable to the PRSU Award, provided the Executive continues employment through such date. The “Pro Rata Factor” means a fraction, the numerator of which is the number of days that has elapsed between the date of grant of the PRSU Award and ending on the date that is the Shortened Performance Attainment Date, and the denominator of which is the total number of days in the original performance period.

(ii)The Pro Rata Portion shall be settled within 30 days of the Change in Control and the Converted RSUs shall be settled within 30 days of the last day of the performance period.

(b)For the avoidance of any doubt, any equity awards held by the Executive that were granted under any of the Company’s incentive plans that were granted prior to the date hereof and that provide for vesting acceleration upon a Change in Control shall continue in effect without regard to the provisions of this Agreement.

3.Termination of Employment.

(a)Upon the Date of Termination, the Executive shall be entitled to a lump sum cash amount equal to the sum of (A) the Executive’s base salary from the Company and its

5

Subsidiaries through the Date of Termination, and (B) any outstanding Bonus for which payment is due and owing at such time, in each case to the extent not theretofore paid;

(b)If, during the Termination Period, the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then Executive shall be entitled to the following payments and benefits:

(i)a lump sum cash payment equal to one hundred and fifty percent (150%) of the sum of: (A) the Executive’s annual base salary from the Company and its Subsidiaries in effect immediately prior to the Date of Termination, and (B) the Target Bonus Amount, payable within five (5) business days following the Date of Termination;

(ii)a lump sum cash payment equal to the Pro-Rated Bonus Amount, payable within sixty-five (65) business days following the end of the performance period;

(iii)a cash payment equal to $35,000, representing the cost of COBRA premiums or medical benefits for a period of fourteen (14) months, payable within five (5) business days following the Date of Termination;

(iv)vesting acceleration of outstanding stock options granted under any of the Company’s stock option or incentive plans that are held by the Executive immediately prior to the Date of Termination; and

(v)vesting acceleration of outstanding time-based restricted stock units (including, without limitation, the Converted RSUs) granted under any of the Company’s incentive plans that are held by the Executive immediately prior to the Date of Termination.

(c)Anything in this Agreement to the contrary notwithstanding, any amount payable under Section 3(b) hereof that is non-qualified deferred compensation subject to Section 409A that is payable upon the Date of Termination shall be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, to the Executive on the first business day that is after the earlier of (i) the date that is six months following the date of the Executive’s separation from service” within the meaning of Section 409A or (ii) the date of the Executive’s death, if the Executive is a “specified employee” within the meaning of Section 409A (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code, or any successor provision thereto). Notwithstanding anything herein to the contrary, if any equity award constitutes non-qualified deferred compensation that is subject to Section 409A, and settlement of the equity award pursuant to the provisions of this Agreement would result in adverse tax consequences under Section 409A, the equity award shall be settled upon the earliest date upon which the settlement may be made without resulting in adverse taxation under Section 409A.

4.Golden Parachute. In the event that the benefits provided for in this Agreement (together with any other benefits or amounts) otherwise constitute “parachute payments” within the meaning of Section 280G of the Code and would, but for this Section 4 be subject to the excise tax

6

imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s benefits under this Agreement shall be either: (i) delivered in full, or (ii) delivered as to such lesser extent as would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, result in the receipt by the Executive on an after-tax basis, of the greater amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. In the event of a reduction of benefits hereunder, the Consulting Firm (as defined below) shall determine which benefits shall be reduced so as to achieve the principle set forth in the preceding sentence.  In no event shall the foregoing be interpreted or administered so as to result in an acceleration of payment or further deferral of payment of any amounts (whether under this Agreement or any other arrangement) in violation of Section 409A. Unless the Company and the Executive otherwise agree in writing, all determinations required to be made under this Section 4, including the manner and amount of any reduction in the Executive’s benefits under this Agreement, and the assumptions to be utilized in arriving at such determinations, shall be made in writing in good faith by Ernst & Young LLP (the “Consulting Firm”). In the event that the Consulting Firm (or any affiliate thereof) is unable or unwilling to act, the Executive may appoint a nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Consulting Firm hereunder). All fees and expenses of the Consulting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Consulting Firm in connection with the performance of the services hereunder. For purposes of making the calculations required by this Section 4, the Consulting Firm may make reasonable assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Consulting Firm such information and documents as the Consulting Firm may reasonably request to make a determination under this Section 4.

5.Withholding Taxes. The Company may withhold from all payments due to the Executive (or his beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom.

6.Reimbursement of Expenses. If any contest or dispute shall arise under this Agreement involving termination of the Executive’s employment with the Company or involving the failure or refusal of the Company to perform fully in accordance with the terms hereof, the Company shall reimburse the Executive, on a current basis, for all legal fees and expenses, if any, incurred by the Executive in connection with such contest or dispute (regardless of the result thereof), together with interest in an amount equal to the prime rate of Bank of America from time to time in effect, but in no event higher than the maximum legal rate permissible under applicable law, such interest to accrue from the date the Company receives the Executive’s statement for such fees and expenses through the date of payment thereof; provided, however, that all such reimbursements must be made no later than the last day of the third calendar year that begins after the Date of Termination.

7.Termination of Agreement. This Agreement shall be effective on the date hereof and shall continue until the first to occur of (a) the termination of the Executive’s employment with the Company prior to a Change in Control (except as otherwise provided hereunder), (b) a

7

Nonqualifying Termination, or (c) the termination of the Executive’s employment following the Termination Period.

8.Scope of Agreement. Nothing expressed or implied in this Agreement shall create any right or duty on the part of the Company or the Executive to have the Executive remain in the employment with the Company or its Subsidiaries, and if the Executive’s employment with the Company terminates prior to a Change in Control, the Executive shall have no further rights under this Agreement (except as otherwise provided hereunder); provided, however, that notwithstanding anything herein to the contrary, any termination of the Executive’s employment following a Change in Control shall be subject to all of the benefit and payment provisions of this Agreement.

9.Section 409A. Notwithstanding anything to the contrary in this Agreement, the Company may amend the Agreement, or take any other actions, as deemed necessary or appropriate to (a) exempt any payment or benefit under the Agreement from Section 409A and/or preserve the intended tax treatment of the payments or benefits under the Agreement, or (b) comply with the requirements of Section 409A and thereby avoid the application of any penalty taxes under such Section, but the Company shall not be under any obligation to make any such amendment. Nothing in this Agreement shall provide a basis for any person to take action against the Company based on matters covered by Section 409A, including the tax treatment of any payment or benefit under the Agreement, and the Company shall not under any circumstances have any liability to the Executive, his estate or any other party for any taxes, penalties or interest due on any payment or benefit under this Agreement, including taxes, penalties or interest imposed under Section 409A.

10.Compensation Recoupment. Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), any payment or benefit under this Agreement shall not be deemed fully earned or vested, even if paid or distributed to the Executive, if such payment, benefit, or any portion thereof is deemed incentive compensation and subject to recovery, or “clawback” by the Company pursuant to the provisions of the Act and any rules or regulations promulgated thereunder or by any stock exchange on which the Company’s securities are listed (the “Rules”). In addition, the Executive hereby acknowledges that this Agreement may be amended as necessary and/or shall be subject to any recoupment policies adopted by the Company to comply with the requirements and/or limitations under the Act or the Rules, or any other federal or stock exchange requirements, including by expressly permitting (or, if applicable, requiring) the Company to revoke, recover and/or clawback any payment or benefit under this Agreement.

11.Obligations of the Executive. The Executive agrees that if a Change in Control shall occur, the Executive shall not voluntarily leave the employ of the Company without Good Reason during the 90-day period immediately following a Change in Control.

12.Successors’ Binding Obligation.

(a)This Agreement shall not be terminated by any merger, consolidation or corporate reorganization of the Company (a “Company Change”) or transfer of assets. In the event of any Company Change or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or any person or entity to which the assets of the Company are transferred.

8

(b)The Company agrees that concurrently with any Company Change or transfer of assets, it will cause any successor or transferee unconditionally to assume by written instrument delivered to the Executive (or his beneficiary or estate) all of the obligations of the Company hereunder. Failure of the Company to obtain such assumption prior to the effectiveness of any such Company Change or transfer of assets that results in a Change in Control shall constitute Good Reason hereunder and shall entitle the Executive to compensation and other benefits from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive’s employment were terminated following a Change in Control other than by reason of a Nonqualifying Termination. For purposes of implementing the foregoing, the date on which any such Company Change or transfer of assets becomes effective shall be deemed the date Good Reason occurs, and the Executive may terminate employment for Good Reason on or following such date.

(c)This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive dies while any amounts would be payable to the Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by the Executive to receive such amounts or, if no person is so appointed, to the Executive’s estate.

13.Notice.

(a)For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five (5) days after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

[NAME/ADDRESS]

If to the Company:

Trimble Inc.

935 Stewart Drive

Sunnyvale, California 94085

Attention: General Counsel

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. Alternatively, notice may be deemed to have been delivered when sent by facsimile to a location provided by the other party hereto.

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(b)A written notice of the Executive’s Date of Termination by the Company or the Executive, as the case may be, to the other, shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) specify the Date of Termination date (which date shall not be less than fifteen (15) nor more than sixty (60) days after the giving of such notice). The failure by the Executive or the Company to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

14.Full Settlement; No Mitigation. The Company’s obligation to make any payments provided for by this Agreement to the Executive and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others, except as otherwise provided in Section 10. In no event shall the Executive be obligated to seek other employment or take other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment.

15.Employment with Subsidiaries. Employment with the Company for purposes of this Agreement shall include employment with any Subsidiary.

16.Governing Law; Validity. The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which other provisions shall remain in full force and effect.

17.Entire Agreement; Counterparts. This Agreement contains all the understanding between the parties hereto pertaining to the subject matter hereof and supersedes all undertakings, promises and agreements, whether oral or in writing, previously entered into between them with respect to the subject matter herein. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. The effectiveness of any such documents and signatures shall have the same force and effect as manually signed originals and shall be binding on the parties to the same extent as a manually signed original thereof.

18.Miscellaneous. No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by the Executive and by a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Failure by the Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right the

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Executive or the Company may have hereunder, including without limitation, the right of the Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. Except as otherwise specifically provided herein, the rights of, and benefits payable to, the Executive, his estate or his beneficiaries pursuant to this Agreement are in addition to any rights of, or benefits payable to, the Executive, his estate or his beneficiaries under any other employee benefit plan or compensation program of the Company.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer of the Company and the Executive has executed this Agreement as of the day and year set forth below.

TRIMBLE INC.

By:_____________

Name:________________

Title:__________________

Date:____________

EXECUTIVE:

Name:

Title:

Date:

SIGNATURE PAGE TO

EXECUTIVE SEVERANCE AGREEMENT

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Schedule to Exhibit 10.1

The Change in Control Severance Agreements with Bryn Fosburgh, James Veneziano, Chris Gibson and James Kirkland include provisions that preserve the existing "single trigger" change in control vesting acceleration of previously granted stock options, and provide for an additional twelve (12) month extension to exercise such options.

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EX-10.2

[FORM OF AGREEMENT]

10.2

TRIMBLE INC.

EXECUTIVE SEVERANCE AGREEMENT

THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”), effective on the date of last signature, is entered into by and between Trimble Inc., a Delaware corporation (the “Company”), and ________________(the “Executive”).

W I T N E S S E T H

WHEREAS, the Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its stockholders;

WHEREAS, the Company desires to attract and retain certain key employee personnel and, accordingly, the Board of Directors of the Company has approved the Company entering into a severance agreement with the Executive in order to encourage his continued service to the Company;

WHEREAS, the Executive is prepared to provide such services in return for specific arrangements with respect to severance compensation and other benefits; and

WHEREAS, the Executive will serve and has served as an executive, management personnel, or officer of the Company.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements contained herein, this Agreement sets forth benefits which the Company will pay to the Executive in the event of termination of the Executive’s employment under the circumstances described herein:

1.Definitions.    As used in this Agreement, the following terms shall have the respective meanings set forth below:

(a)“Board” means the Board of Directors of the Company.

(b)“Bonus” means the annual bonus payable pursuant to the Company’s Management Incentive Plan or such other plan that provides for the payment of incentive bonuses as may be, from time to time, authorized by the Board.

(c)“Cause” means (i) the Executive’s engagement in acts of embezzlement, dishonesty or moral turpitude; (ii) the conviction of the Executive for having committed a felony; (iii) a breach by the Executive of the Executive’s fiduciary duties and responsibilities to the Company having the potential to result in a material adverse effect on the Company’s business, operations, prospects or reputation; or (iv) the repeated willful failure of the Executive to perform duties and responsibilities as an employee of the Company to the reasonable satisfaction of the Company (except in the case of death or disability) that has not been cured within thirty (30) days after a

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written demand for substantial performance has been delivered to the Executive by the Company. The determination of Cause shall be made by the sole determination of the Company.

(d)“Code” means the Internal Revenue Code of 1986, as amended.

(e)“Company” means Trimble Inc., a Delaware corporation, and any successor thereto.

(f)“Date of Termination” means the date on which the Executive’s employment by the Company terminates and such termination constitutes a “separation from service” as defined and applied under Section 409A of the Code.

(g)“Good Reason” means either (i) a material diminution in the Executive’s title, position, or responsibilities, or the Executive’s removal from such position and responsibilities; (ii) a material reduction by the Company in the Executive’s compensation as in effect immediately prior to such reduction; or (iii) the relocation of the Executive to a facility or a location more than twenty-five (25) miles from the Executive’s prior primary work location provided in each case, that the Executive has (A) provided written notice of the circumstances establishing Good Reason within sixty (60) days of the initial existence of such conditions, (B) given the Company at least thirty (30) days to cure, and (C) if the Company fails to cure, the Executive terminates employment within ninety (90) days following the expiration of the cure period.

(h)“Pro-Rated Bonus Amount” means an amount equal to the Bonus that is determined to be payable for the Year in which the Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed between the commencement of the performance period applicable to the Bonus and the Date of Termination, and the denominator of which is the total number of calendar days contained in the performance period.

(i)“Section 409A” means Section 409A of the Code, the related Treasury Regulations and Internal Revenue Service guidance issued regarding the application of Section 409A.

(j)“Subsidiary” means any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% of more of the total combined voting power of the then outstanding securities of such corporation or other entity.

(k)“Target Bonus Amount” means, with respect to the Year in which the Date of Termination occurs, the amount of the Executive’s target Bonus for such Year, which is an amount equal to percentage of the Executive’s annual base salary.

(l)“Year” means the fiscal year of the Company.

2.Rights of the Executive upon Termination Without Cause or for Good Reason.

(a)Upon the Date of Termination, the Executive shall be entitled to a lump sum cash amount equal to the sum of (A) the Executive’s base salary from the Company and its Subsidiaries through the Date of Termination, and (B) any outstanding Bonus for which payment is due and owing at such time, in each case to the extent not theretofore paid.

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(b)Provided the Executive has executed and delivered the Release (as defined in Section 4 below) and such Release has become effective and irrevocable, if the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason, then the Executive shall be entitled to receive the following payments and benefits:

(i)a lump sum cash payment equal to the sum of (A) Executive’s annual base salary from the Company and its Subsidiaries in effect immediately prior to the Date of Termination and (B) the Target Bonus Amount, which shall be payable within 65 days of the Date of Termination;

(ii)a lump sum cash payment equal to the Pro-Rated Bonus Amount, which shall be payable within 65 days of the last day of the applicable performance period;

(iii)a lump sum cash payment equal to $35,000, representing the cost of COBRA premiums or medical benefits for a period of fourteen (14) months, which shall be payable within 65 days of the Date of Termination;

(iv)the pro rata vesting of each outstanding option, restricted stock unit or other equity award subject to time-based vesting granted under any of the Company’s stock option or incentive plans that is held by the Executive immediately prior to the Date of Termination (the “Time-Based Equity Award”) equal to the number of shares subject to each Time-Based Equity Award, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed between the commencement of the vesting period applicable to the corresponding Time-Based Equity Award and the Date of Termination, and the denominator of which is the total number of calendar days contained in the vesting period applicable to the corresponding Time-Based Equity Award, reduced by the number of Shares subject to the Time-Based Award that have previously vested; each Time-Based Equity Award that vests pursuant to this Section 2(b)(iv) shall be settled within 65 days of the Date of Termination; provided, however, that if the Time-Based Equity Award constitutes nonqualified deferred compensation subject to Section 409A, and settlement of the Time-Based Equity Award pursuant to this Agreement would result in adverse tax consequences under Section 409A, the Time-Based Equity Award shall be settled upon the earliest date upon which the settlement may be made without resulting in adverse taxation under Section 409A; and

(v)the pro rata vesting of any outstanding performance-based restricted stock units granted under any of the Company’s incentive plans that is held by the Executive immediately prior to the Date of Termination (“PRSUs”) equal to the number of PRSUs that become eligible to vest based on actual attainment of the performance goals, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed between the commencement of the performance period applicable to the PRSUs and the Date of Termination, and the denominator of which is the total number of calendar days contained in the corresponding performance period; the PRSUs that vest pursuant to this Section 2(b)(v) shall be settled within 65 days of the last day of the applicable performance period.

(c)In the event the Executive’s termination of employment gives rise to payments and benefits under that certain Change in Control Severance Agreement, by and between the Company and the Executive dated as of the date hereof, as amended from time to time, the Executive shall not be eligible to receive any payments or benefits under this Agreement.

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(d)In the event that the benefits provided for in this Agreement (together with any other benefits or amounts) otherwise constitute “parachute payments” within the meaning of Section 280G of the Code and would, but for this Section 2(d) be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s benefits under this Agreement shall be either (i) delivered in full, or (ii) delivered as to such lesser extent as would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, result in the receipt by the Executive on an after-tax basis, of the greater amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. In the event of a reduction of benefits hereunder, the Consulting Firm (as defined below) shall determine which benefits shall be reduced so as to achieve the principle set forth in the preceding sentence.  In no event shall the foregoing be interpreted or administered so as to result in an acceleration of payment or further deferral of payment of any amounts (whether under this Agreement or any other arrangement) in violation of Section 409A. Unless the Company and the Executive otherwise agree in writing, all determinations required to be made under this Section 2(d), including the manner and amount of any reduction in the Executive’s benefits under this Agreement, and the assumptions to be utilized in arriving at such determinations, shall be made in writing in good faith by Ernst & Young LLP (the “Consulting Firm”). In the event that the Consulting Firm (or any affiliate thereof) is unable or unwilling to act, the Executive may appoint a nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Consulting Firm hereunder). All fees and expenses of the Consulting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Consulting Firm in connection with the performance of services hereunder. For the purposes of making the calculations required under this Section 2(d), the Consulting Firm may make reasonable assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Consulting Firm such information and documents as the Consulting Firm may reasonably request to make a determination under this Section 2(d).

3.Notice.

(a)For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five (5) days after deposit in the United States Mail, certified and return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

[NAME/ADDRESS]

If to the Company:

Trimble Inc.

935 Stewart Drive

Sunnyvale, California 94085

Attention: General Counsel

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or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. Alternatively, notice may be deemed to have been delivered when sent by facsimile or email to a location provided by the other party hereto.

(b)A written notice of the Executive’s Date of Termination by the Company to the Executive shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) specify the Date of Termination (which, except in the case of termination for Cause, shall not be less than fifteen (15) nor more than sixty (60) days after the giving of such notice). The failure by the Company to set forth in such notice any fact or circumstance which contributes to a showing of Cause shall not waive any right of the Executive or Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

4.Release. Unless the following requirement is waived by the Board in its sole discretion, the payments and benefits payable under Section 2(b) shall not apply unless the Executive delivers (and does not revoke) an executed and effective release acceptable to the Company (substantially in the form attached hereto as Exhibit A) releasing the Company, its Subsidiaries, stockholders, partners, officers, directors, employees and agents from any and all claims and from any and all causes of action of any kind, including but not limited to all claims or causes of action arising out of the Executive’s employment with the Company or the termination of such employment (the “Release”). The Executive shall execute and return such Release within the time period provided for by the Company, but in no event later than 50 days of the Date of Termination (the “Release Deadline”). If the Release has not been returned on or before the Release Deadline, the Executive shall not be entitled to any benefits and payments pursuant to Section 2(b) of this Agreement.

5.Withholding Taxes. The Company may withhold from all payments due to the Executive (or his beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom.

6.Scope of Agreement. Nothing expressed or implied in this Agreement shall create any right or duty on the part of the Company or the Executive to have the Executive remain in the employment of the Company. Notwithstanding any other provision hereof to the contrary, the Executive may, at any time during his employment with the Company upon the giving of 30 days prior written notice, terminate his employment. If this Agreement or the employment of the Executive is terminated under circumstances in which the Executive is not entitled to any payment or benefit under this Agreement, neither the Executive nor the Company shall have any further obligation or liability hereunder.

7.Section 409A. Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” (as defined and applied in Section 409A) as of the Date of Termination, to the extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable exemptions under Section 409A) and to the extent required by Section

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409A, the Executive shall instead receive such payments (including settlement of equity awards) on the earlier of (a) the first day following the six-month anniversary of the Date of Termination, or (b) the Executive’s date of death, to the extent such delay is otherwise required in order to avoid a prohibited distribution under Section 409A. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment.” Further, to the extent the payments contemplated under Section 2(b) constitute deferred compensation and the 65-day payment period described in Section 2(b) spans two calendar years, then the payments contemplated thereunder shall be paid in the second calendar year. In addition, for purposes of Section 409A, payments shall be deemed exempt from Section 409A to the full extent possible under the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4) and (with respect to amounts paid no later than the second calendar year following the calendar year containing the Date of Termination) the “two-years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. Notwithstanding anything to the contrary in this Agreement, the Company may amend the Agreement, or take any other actions, as deemed necessary or appropriate to (a) exempt any payment or benefit under the Agreement from Section 409A and/or preserve the intended tax treatment of the payments or benefits under the Agreement, or (b) comply with the requirements of Section 409A and thereby avoid the application of any penalty taxes under such Section, but the Company shall not be under any obligation to make any such amendment. Nothing in this Agreement shall provide a basis for any person to take action against the Company based on matters covered by Section 409A, including the tax treatment of any payment or benefit under the Agreement, and the Company shall not under any circumstances have any liability to the Executive, his estate or any other party for any taxes, penalties or interest due on any payment or benefit under this Agreement, including taxes, penalties or interest imposed under Section 409A.

8.Compensation Recoupment. Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), any payment or benefit under this Agreement shall not be deemed fully earned or vested, even if paid or distributed to the Executive, if such payment, benefit, or any portion thereof is deemed incentive compensation and subject to recovery, or “clawback” by the Company pursuant to the provisions of the Act and any rules or regulations promulgated thereunder or by any stock exchange on which the Company’s securities are listed (the “Rules”). In addition, the Executive hereby acknowledges that this Agreement may be amended as necessary and/or shall be subject to any recoupment policies adopted by the Company to comply with the requirements and/or limitations under the Act or the Rules, or any other federal or stock exchange requirements, including by expressly permitting (or, if applicable, requiring) the Company to revoke, recover and/or clawback any payment or benefit under this Agreement.

9.Successors’ Binding Obligation.

(a)This Agreement shall not be terminated by any merger, consolidation or corporate reorganization of the Company (a “Company Change”) or transfer of assets. In the event of any Company Change or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or any person or entity to which the assets of the Company are transferred.

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(b)This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive dies while any amounts would be payable to the Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with Section 2 of this Agreement to such person or persons appointed in writing by the Executive to receive such amounts or, if no person is so appointed, to the Executive’s estate.

10.Employment with Subsidiaries. Employment with the Company for purposes of this Agreement shall include employment with any Subsidiary.

11.Governing Law; Validity. The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which other provisions shall remain in full force and effect.

12.Entire Agreement; Counterparts. This Agreement contains all the understanding between the parties hereto pertaining to the subject matter hereof and supersedes all undertakings, promises and agreements, whether oral or in writing, previously entered into between them with respect to the subject matter herein. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. The effectiveness of any such documents and signatures shall have the same force and effect as manually signed originals and shall be binding on the parties to the same extent as a manually signed original thereof.

13.Miscellaneous. No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by the Executive and by a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Failure by the Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right the Executive or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. Except as otherwise specifically provided herein, the rights of, and benefits payable to, the Executive, his estate or his beneficiaries pursuant to this Agreement are in addition to any rights of, or benefits payable to, the Executive, his estate or his beneficiaries under any other employee benefit plan or compensation program of the Company.

[The Remainder of this Page Left Intentionally Blank]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer of the Company and the Executive has executed this Agreement as of the day and year set forth below.

TRIMBLE INC.

By:_____________

Name:________________

Title:__________________

Date:____________

EXECUTIVE:

Name:

Title:

Date:____________

SIGNATURE PAGE TO

EXECUTIVE SEVERANCE AGREEMENT

EXHIBIT A

SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS

This Settlement Agreement and Release of All Claims (hereinafter “Agreement”) is entered into by and between [name] (hereinafter “Employee”) and Trimble Inc., a Delaware corporation (hereinafter the “Company”). In consideration of the covenants set forth below and other good and valuable consideration, receipt of which is hereby acknowledged, and to avoid unnecessary litigation, the parties agree to settle the disputes between them as follows:

1.    The parties stipulate that:

a. Employee was employed by the Company or with one of its subsidiaries (collectively, also the “Company”) through [Date].

b. Employee’s employment with the Company is being terminated [by the Company without Cause] [by the Employee with Good Reason] (as defined in that certain Executive Severance Agreement (the “Severance Agreement”) by and between Employee and the Company).

c. Employee has not filed, and has not assisted any third party in filing, any action (including but not limited to civil and administrative claims and actions) against the Company, or any of its past or present officers, directors, employees, stockholders, agents, predecessors, successors, representatives, suppliers, or affiliated companies (hereinafter referred to collectively as “the Releasees”).

d. Employee represents and agrees that Employee has been paid all compensation earned and due to Employee as of Employee’s last day of work including, but not limited to, all accrued but unused vacation/PTO.

e. Employee and the Company each desire to compromise, settle, discharge and release in full any and all rights, claims and actions whatsoever that Employee has or may have against the Releasees arising out of Employee’s employment by the Company and/or the termination of Employee’s employment, through action of law, statute, or contract, up to and including the date of this Agreement.

2. Upon Employee’s execution of this Agreement, Employee shall deliver an original signed copy of the Agreement to the Company, along with any and all property owned by the Company that is within Employee’s possession, including, but not limited to, computers, technical resources, programs, computer files and paperwork. Employee also agrees that Employee will provide any and all lists of passwords and access information to the Company, including copies, and that he or she will retain none of the same.

3. a.    Provided that Employee has completed the actions required in Paragraph 2, but not before the expiration of Employee’s seven-day revocation period, Employee shall be entitled to the payments and benefits provided to Employee under the Severance Agreement at the time or times set forth in the Severance Agreement.

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b. The consideration provided in this Paragraph 3 to Employee is given in accordance with the following understanding and agreement of the parties:

(i) The parties agree that the consideration paid to Employee under this Paragraph 3 shall constitute full and complete settlement of all claims of whatever kind that have been or could be made by Employee against any of the Releasees, without regard to whether such claims are based on an alleged breach of an obligation or duty arising from contract, tort, or statute.

(ii) Employee acknowledges and agrees that the Releasees have made no representations to Employee regarding the tax consequences of any consideration received by Employee pursuant to this Agreement. Employee agrees to pay federal and state taxes, if any, that are required by law to be paid by Employee with respect to this settlement. Employee further agrees to indemnify, defend and hold the Releasees harmless from any claims, demands, judgments or recoveries by any governmental entity against the Releasees for any amounts claimed due on account of this Agreement based on or because of actions or omissions by Employee or pursuant to claims made under any federal or state tax laws based on or because of actions or omissions by Employee, and any costs, expenses or damages sustained by the Releasees by reason of any such claims, including any amounts paid by the Releasees as taxes, attorneys’ fees, deficiencies, levies, assessments, fines, penalties, interest or otherwise.

(iii) Employee agrees that the consideration delivered under this Paragraph 3 shall constitute the entire amount of consideration provided to Employee under this Agreement and that Employee will not seek any further compensation for any other claimed damage, cost or attorneys’ fees in connection with the matters encompassed by this Agreement. This consideration paid by the Company is solely consideration for this Agreement to which Employee is not otherwise entitled.

4. In consideration for the Company’s promise to deliver the consideration described above, Employee agrees to and hereby does irrevocably waive and release the Releasees from any and all claims, charges, demands, obligations, damages, liabilities or causes of action of any kind whatsoever (hereinafter “claims”), whether known or unknown, suspected or unsuspected, that Employee has or may have against them by reason of any act, omission, transaction or event occurring up to and including the date of this Agreement, including, without limitation, any act, omission, transaction or event related to or arising out of Employee’s employment with the Company or termination of that employment, without regard to whether such claims are based on alleged breach of an obligation or duty arising in contract or tort, any alleged unlawful act (under the California Labor Code, the California Business & Professions Code, the California Constitution, local ordinances, or other state or federal statutes), or any other claim regardless of the forum in which it might be brought. It is expressly understood and agreed by Employee that this waiver and release includes, but is not limited to, any and all rights or claims that arise under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Act, or any state or local laws including but not limited to the California Fair Employment and Housing Act and the California Family Rights Act; as well as any and all claims arising under the Employee Retirement Income Security Act of 1974, up to the effective date of this Agreement but not thereafter. Nothing in this Agreement shall be construed to prohibit Employee from filing a charge or complaint, including a challenge to the validity of this

A-6

Agreement, with the Equal Employment Opportunity Commission or participating in any investigation or proceeding by the Equal Employment Opportunity Commission.

5. Employee understands and agrees that Employee’s release of claims described in this Agreement includes (but is not limited to) a waiver of Employee’s rights and claims arising under the Age Discrimination in Employment Act of 1967 (ADEA). Employee understands and agrees that Employee has the right not to execute this Agreement without first having considered it for a full twenty-one (21) days from receipt of the Agreement. Employee agrees that Employee may sign this Agreement without waiting the full twenty-one (21) days and that, if Employee has done so, Employee’s decision to do so has been knowing and voluntary, and not induced through fraud, misrepresentation, a threat to withdraw or alter the offer prior to the expiration of the twenty-one (21) day period, or the provision of different terms to employees who sign any release prior to the expiration of the twenty-one (21) day period. Employee did not execute this Agreement without first being advised in writing to consult an attorney of Employee’s choice. Employee further understands and agrees that Employee:

a. Has had the full aforementioned twenty-one (21) day period within which to consider this Agreement before executing it and, if Employee has waived the full period, the waiver has been knowing and voluntary as described above;

b. Has carefully read and fully understands all of the provisions of this Agreement;

c. Has at all times during the course of negotiation and execution of this Agreement been advised by an attorney or has had adequate opportunity to consult counsel of Employee’s choice concerning the terms of this Agreement. Employee was advised and is hereby advised in writing to consult with counsel of Employee’s choice prior to entering into this Agreement;

d. Is, through this Agreement, releasing the Releasees from any and all claims that Employee has or may have against them;

e. Knowingly and voluntarily agrees to all of the terms set forth in this Agreement;

f. Knowingly and voluntarily intends to be legally bound by the same;

g. Has had a full seven (7) days following the execution of this Agreement to revoke this Agreement and has been and is hereby advised in writing that this Agreement shall not become effective or enforceable until the revocation period has expired; and

h. Understands that rights or claims under the Age Discrimination in Employment Act of 1967 that may arise after the date this Agreement is executed are not waived.

6. This Agreement is a full and final compromise and settlement and a general release by Employee that includes all unknown and unanticipated damages or injuries, to property or person, by reason of any act, omission, transaction or event occurring up to and including the date of this Agreement, including, without limitation, any act, omission, transaction or event related to or arising out of Employee’s employment with the Company or termination of that employment. Employee waives all rights or benefits that Employee may now or in the future have under the terms of Section 1542 of the California Civil Code, which Employee has had an opportunity to review with counsel of Employee’s choice and which reads as follows:

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A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

This waiver is not a mere recital, but is a known waiver of rights and benefits. This is a bargained-for provision of this Agreement and is further consideration for the covenants and conditions contained herein.

7. Employee agrees to keep the terms and the amount of this Agreement completely confidential and agrees that Employee will not hereafter disclose any information concerning this Agreement to anyone, including, but not limited to, any past, present or prospective clients, employees, stockholders, agents, suppliers or competitors of the Company. The only exceptions to the foregoing sentence shall be disclosure to Employee’s legal and tax advisers as is necessary or disclosure as may be specifically required by federal, state or local administrative or judicial proceedings or to implement this Agreement. Under no circumstances, except as permitted herein, is Employee to mention the amount of any consideration provided pursuant to this Agreement. Employee further agrees to condition any disclosure concerning the terms or amount of this Agreement that is permitted hereunder upon an agreement by the recipient not to disclose the terms of this Agreement to anyone and to respond to inquiries regarding the parties’ dispute in the same way that Employee and the Company must respond hereunder, except for disclosures required by federal, state or local law or regulation. If Employee or the Company receives any inquiry about the controversy between them, each agrees to state only that (1) Employee is no longer employed with the Company, and (2) the matter is confidential and cannot be discussed, or words to virtually the identical effect.

8. Employee acknowledges and agrees that in the course of Employee’s employment with the Company, Employee has had access to and/or made use of certain confidential information relating to the business activities of the Company. Such confidential information includes, but is not limited to, the Company’s practices and processes in managing its human resources such as recruiting, retention, compensation and training; the Company’s business strategies including marketing and distribution; financial results; pricing data; key persons to contact with regard to customer accounts and customer needs; market surveys and research data; and contractual agreements between the Company and customers, distributors and other persons or entities, compilations of information and records that are owned by the Company and are regularly used in the operation of the Company’s business and other information that is kept confidential by the Company.

a. Employee agrees that Employee will continue to abide by any written agreements concerning the use and protection of confidential and proprietary information, which are incorporated herein by reference, and that this Agreement does not extinguish any such written agreements. Employee agrees that Employee will not disclose any such confidential information, directly or indirectly, or use any of it in any way whatsoever.

b. Employee further represents and agrees that all files, computer programs, records, documents, lists, specifications, and similar items relating to the business activities of the Company, including any and all copies, whether prepared by Employee or otherwise coming into Employee’s possession, custody or control, are property of the Company and have been or will be returned immediately by Employee to the Company and that Employee will not remove from the premises of the Company any such property or information.

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9. Employee expressly agrees that Employee will bring no new or further proceedings against the Company before any court or administrative tribunal or any other forum whatsoever by reason of any claim, liability or cause of action, whether known or unknown, suspected or unsuspected, arising out of Employee’s employment or termination of that employment, or any other act, omission or transaction by the Company, occurring up to and including the effective date of this Agreement.

10. This Agreement and compliance with this Agreement shall not constitute or be construed as an admission by the Company or the Releasees of any wrongdoing or liability of any kind, or an admission of any violation of the rights of Employee, or any person, or violation of any order, law, statute, duty or contract whatsoever, or that Employee was or is entitled to any amounts or relief demanded by him.

11. Each party shall bear its own costs and attorney’s fees associated with the process leading to this Agreement.

12. Should any part of this Agreement be declared or determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining parts shall not be affected thereby, and said illegal, invalid or unenforceable part shall be deemed not to be a part of this Agreement.

13. Each party acknowledges that it has had an adequate opportunity to review the terms of this Agreement with counsel. The parties agree that this Agreement shall be interpreted in accordance with the law of the State of California,excluding its choice of law rules. The parties further agree that this Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against either party.

14. Employee agrees that in executing this Agreement Employee does not rely and has not relied on any representation or statement made other than those specifically set forth in this written Agreement. The parties agree that this Agreement constitutes the entire agreement between Employee and the Company and (except as provided in Paragraph 8.a) supersedes any and all prior agreements or understandings, written or oral, between them and that any other agreement between the parties shall be, and hereby is, deemed terminated.

15. This Agreement shall be binding upon the parties hereto and, as applicable, upon their heirs, administrators, representatives, executors, successors, and assigns, and shall inure to the benefit of said parties and each of them and to their heirs, administrators, representatives, executors, successors, and assigns. Employee expressly warrants that Employee has not transferred to any person or entity any rights, causes of action, or claims released by this Agreement.

16. This Agreement is offered by the Company on [Date] and shall remain available, unless otherwise rejected by the Employee or revoked by the Company, until no later than 5:00 p.m. Pacific Time (2:00 p.m. Eastern Time) on [Date], which is not less than twenty-one (21) days following the date this Agreement is offered. Employee may accept the offer only by returning an executed copy of this Agreement to the Company and by completing the other conditions specified in Paragraph 2 above. If the Agreement is not accepted by Employee before the date and time specified, the offer shall be deemed rejected and shall be revoked by the Company.

17. The parties, having read all of the foregoing, having been advised by or having had adequate opportunity to consult with counsel, and having understood and agreed to the terms and conditions

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of this Settlement Agreement and Release of All Claims, do hereby voluntarily execute said Agreement by affixing their signatures hereto.

Dated:

Employee

Date:

For Trimble Inc.

By:

Its:

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Schedule to Exhibit 10.2

The Executive Severance Agreement with Darryl Matthews includes a provision that retains the previously existing acceleration of vesting treatment in the event of termination without cause or good reason for the initial restricted stock unit award that Mr. Matthews was granted on September 1, 2015.

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EX-10.3

10.3

TRIMBLE INC.

AGE AND SERVICE EQUITY VESTING PROGRAM
(Effective as of January 31, 2017)

1.Purpose of the Program. The Committee has adopted this Age and Service Equity Vesting Program, as amended from time to time (the “Vesting Program”), to provide enhanced equity award vesting treatment and certain health benefits to selected employees who are nearing retirement age and have demonstrated a commitment to the success of the Company’s business over many years of service.

2.Definitions. As used in this Vesting Program, the following terms shall have the respective meanings set forth below:

(a)“Board” means the Board of Directors of the Company.

(b)“Cause” means (i) the Participant’s engagement in acts of embezzlement, dishonesty or moral turpitude; (ii) the conviction of the Participant for having committed a felony; (iii) a breach by the Participant of the Participant’s fiduciary duties and responsibilities to the Company having the potential to result in a material adverse effect on the Company’s business, operations, prospects or reputation; or (iv) the repeated willful failure of the Participant to perform duties and responsibilities as an employee of the Company to the reasonable satisfaction of the Board (except in the case of death or disability) that has not been cured within thirty (30) days after a written demand for substantial performance has been delivered to the Participant by the Board. The determination of Cause shall be made by the sole determination of the Board.

(c) “Code” means the Internal Revenue Code of 1986, as amended.

(d) “Combined 70 Requirement” means that the sum of the following is equal to or greater than 70: (i) the Participant’s age on the Date of Termination, and (ii) the number of years of Continuous Service that the Participant has completed as of the Date of Termination. For example, if a Participant both has reached the age of 60 and has completed 10 years of Continuous Service as of the Date of Termination, the Participant will be considered to have met the Combined 70 Requirement.

(e) “Committee” means the Compensation Committee of the Board.

(f)“Company” means Trimble Inc., a Delaware corporation.

(g) “Continuous Service” means the period of continuous service with the Company that the Participant is deemed to have completed in accordance with the policies of the Company governing continuous service credit.

(h) “Date of Termination” means the date on which the Participant’s employment by the Company terminates and such termination constitutes a “separation from service” as defined and applied under Section 409A of the Code and the related Treasury Regulations and guidance thereunder.

(i) “Eligible Equity Award” means a restricted stock unit or performance stock unit granted to a Participant under the Stock Plan on or after the date the Participant is selected by the Committee to participate in the Vesting Program.

(j) “Minimum Age Requirement” means attaining a minimum age of 55 years old on or before the Date of Termination.

(k)“Minimum Service Requirement” means having a minimum of 10 years of Continuous Service on or before the Date of Termination.

(l) “Participant” means an employee who is selected by the Committee to participate in the Vesting Program.

(m) “Stock Plan” means the Trimble Inc. Amended and Restated 2002 Stock Plan, as may be amended and restated from time to time, or any successor plan.

(n) “Subsidiary” means any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% of more of the total combined voting power of the then outstanding securities of such corporation or other entity.

3.Eligibility.

(a)Eligible Employee. Employees of the Company and its Subsidiaries are eligible to participate in the Vesting Program. The Committee, in its sole discretion, selects the employees who will participate in the Vesting Program.

(b)Eligible Equity Awards. This Vesting Program applies only with respect to Eligible Equity Awards. All other Company equity awards will vest according to their terms.

(c)Eligibility for Benefits. To qualify for the benefits set forth in Section 4(a) below, a Participant must meet the Minimum Age Requirement, the Minimum Service Requirement and the Combined 70 Requirement, and circumstances giving rise to a termination of the Participant’s employment for Cause may not exist as of such time. The Committee has sole discretion to waive the Minimum Age Requirement, the Minimum Service Requirement, and/or the Combined 70 Requirement, as it deems advisable.

4.Rights of the Participant upon Voluntary Termination (Without Cause).

(a)Subject to the requirements in Sections 5 and 6 below, if the Participant voluntarily terminates employment at a time when the Participant satisfies the conditions in Section 3(c), then the Participant will be entitled to receive the following payments and benefits:

(i)a lump sum cash payment equal to $50,000, representing a payment with respect to medical and dental benefits, which shall be payable within 65 days of the Date of Termination;

(ii)the immediate vesting of each outstanding Eligible Equity Award subject to time-based vesting that is held by the Participant immediately prior to the Date of Termination (the “Time-Based Equity Award”); each Time-Based Equity Award that vests pursuant to this Section 4(a)(ii) shall be settled within 65 days of the Date of Termination; and

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(iii)the pro rata vesting of any outstanding Eligible Equity Award that is a performance stock unit that is held by the Participant immediately prior to the Date of Termination (“PRSUs”) equal to the number of PRSUs that become eligible to vest based on actual attainment of the performance goals, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed between the commencement of the performance period applicable to the PRSUs and the Date of Termination, and the denominator of which is the total number of calendar days contained in the corresponding performance period; the PRSUs that vest pursuant to this Section 4(a)(iii) shall be settled within 65 days of the last day of the applicable performance period.

(b)In the event a Participant’s termination of employment gives rise to payments and benefits under a Change in Control Severance Agreement, Executive Severance Agreement or other similar arrangement (a “Severance Arrangement”), each payment and/or benefit shall be paid in full under such Severance Arrangement and (ii) any payment and/or benefit under the Vesting Program that is in the same category of payment and/or benefit provided under the Severance Arrangement (e.g., COBRA-related payments) shall be reduced by the similar payment and/or benefit payable under the Severance Arrangement. Anything in the foregoing to the contrary notwithstanding, no reduction shall be made in a manner that would fail to comply with, or would result in adverse tax consequences, under Section 409A of the Code.

5.Release. Unless the following requirement is waived by the Committee in its sole discretion, the payments and benefits payable under Section 4(a) shall not apply unless the Participant delivers (and does not revoke) an executed and effective release acceptable to the Company releasing the Company, its Subsidiaries, stockholders, partners, officers, directors, employees and agents from any and all claims and from any and all causes of action of any kind, including but not limited to all claims or causes of action arising out of the Participant’s employment with the Company or the termination of such employment (the “Release”). The Participant shall execute and return such Release within the time period provided for by the Company, but in no event later than 50 days of the Date of Termination (the “Release Deadline”). If the Release has not been returned on or before the Release Deadline, the Participant shall not be entitled to any benefits and payments pursuant to Section 4(a) of this Vesting Program.

6.Non-Solicitation and Non-Competition. Unless the requirement contemplated under this Section 6 is waived by the Committee in its sole discretion, the payments and benefits payable under this Vesting Program shall not apply unless the Participant agrees to (and complies with) a non-solicitation and non-competition agreement in a form provided by the Company, in its discretion, with a restricted period not to exceed 24 months.

7.Withholding Taxes. The Company may withhold from all payments due to the Participant (or his beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom.

8.Scope of Vesting Program. Nothing expressed or implied in this Vesting Program shall create any right or duty on the part of the Company or the Participant to have a Participant remain in the employment of the Company. If this Vesting Program or the employment of the Participant is terminated under circumstances in which the Participant is not entitled to any payment or benefit under this Vesting Program, neither the Participant nor the Company shall have any further obligation or liability hereunder.

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9.Amendment and Termination of the Vesting Program. The Compensation Committee may at any time amend, alter, suspend or terminate the Vesting Program.

10.Section 409A.

(a)Notwithstanding anything to the contrary in this Vesting Program or in the terms of any Eligible Equity Award, if the Participant is a “specified employee” (as defined and applied in Section 409A of the Code) as of the Date of Termination, the Participant shall receive the payments specified in Section 4(a) above on the earlier of (a) the first day following the six-month anniversary of the Date of Termination, or (b) the Participant’s date of death, to the extent such delay is required in order to avoid a prohibited distribution under Section 409A of the Code. For purposes of Section 409A of the Code, each “payment” (as defined by Section 409A of the Code) made under this Vesting Program shall be considered a “separate payment.” Further, if the 65-day payment period described in Section 4(a) spans two calendar years, then the payments contemplated thereunder shall be paid in the second calendar year. Notwithstanding anything to the contrary in this Vesting Program, the Committee may amend the Vesting Program, or take any other actions, as deemed necessary or appropriate to (a) preserve the intended tax treatment of the payments or benefits under the Vesting Program, or (b) comply with the requirements of Section 409A of the Code and related U.S. Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section, but the Committee shall not be under any obligation to make any such amendment. Nothing in this Vesting Program shall provide a basis for any person to take action against the Company based on matters covered by Section 409A of the Code, including the tax treatment of any payment or benefit under the Vesting Program, and the Company shall not under any circumstances have any liability to the Participant, his estate or any other party for any taxes, penalties or interest due on any payment or benefit under this Vesting Program, including taxes, penalties or interest imposed under Section 409A of the Code.

(b)Notwithstanding anything to the contrary in the terms of any Eligible Equity Award and except as set forth in Section 4(a) of this Vesting Program, for purposes of complying with Section 409A of the Code: (i) a Participant’s Time-Based Equity Awards shall be settled on or as soon as practicable, but no later than 60 days following the date on which the awards vest according to their fixed schedule; (ii) a Participant’s PRSUs shall be settled within 65 days of the last day of the applicable performance period; and (iii) regardless of any acceleration of the vesting of the Participant’s Eligible Equity Awards that may occur under their terms, in no event will payment of vested awards occur other than as set forth in Section 10(b)(i) and (ii) hereof except where vesting occurs upon a Permissible Payment Event, and in such case, settlement of the vested awards will be made within 60 days following the applicable Permissible Payment Event. For purposes of the foregoing, a “Permissible Payment Event” means the Participant’s death, “separation from service” or “disability” or a “change in control event” in each case as defined and applied under Section 409A of the Code and the related Treasury Regulations and guidance thereunder. Notwithstanding anything herein to the contrary, nothing in this Section 10 shall serve to modify the payment terms of any equity award that constitutes non-qualified deferred compensation that is subject to Section 409A in a manner that would cause the equity award to fail to comply with, or otherwise result in adverse tax consequences, under Section 409A of the Code.

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11.Compensation Recoupment. Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), any payment or benefit under this Vesting Program shall not be deemed fully earned or vested, even if paid or distributed to the Participant, if such payment, benefit, or any portion thereof is deemed incentive compensation and subject to recovery, or “clawback” by the Company pursuant to the provisions of the Act and any rules or regulations promulgated thereunder or by any stock exchange on which the Company’s securities are listed (the “Rules”). In addition, the Participant hereby acknowledges that this Vesting Program may be amended as necessary and/or shall be subject to any recoupment policies adopted by the Company to comply with the requirements and/or limitations under the Act or the Rules, or any other federal or stock exchange requirements, including by expressly permitting (or, if applicable, requiring) the Company to revoke, recover and/or clawback any payment or benefit under this Vesting Program.

12.Employment with Subsidiaries. Employment with the Company for purposes of this Vesting Program shall include employment with any Subsidiary.

13.Governing Law; Validity. The interpretation, construction and performance of this Vesting Program shall be governed by and construed and enforced in accordance with the internal laws of the State of California without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this Vesting Program shall not affect the validity or enforceability of any other provision of this Vesting Program, which other provisions shall remain in full force and effect.

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EX-10.4

10.4

TRIMBLE INC.
AMENDED AND RESTATED 2002 STOCK PLAN

GLOBAL PERFORMANCE STOCK UNIT
AWARD AGREEMENT
(Operating Income / Revenue)

Unless otherwise defined herein, the capitalized terms used in this Performance Stock Unit Award Agreement shall have the same defined meanings as set forth in the Trimble Inc. Amended and Restated 2002 Stock Plan (the “Plan”).

Name:

Address:

You have been awarded the right to receive Common Stock of the Company or a cash equivalent, subject to the terms and conditions of the Plan and this Global Performance Stock Unit Award Agreement, including any special terms and conditions for your country in the appendix attached hereto (the “Appendix”, together with this Global Performance Stock Unit Award Agreement, the “Award Agreement”), as follows:

Target Number of Performance Stock Units     

The Performance Stock Units granted under this Award Agreement to Covered Employees are intended to constitute Qualified Performance-Based Compensation.

Vesting Schedule

Subject to the terms of the Plan and this Award Agreement, the Performance Stock Units granted under this Award Agreement vest (i) to the extent the Performance Goals (as set forth in Schedule A) applicable to the applicable Performance Period (as specified in Schedule A) are attained, as determined in accordance with the paragraph below and (ii) as long as you continue to be a Service Provider, as further described in paragraph 11 of the “Nature of Award” section below, from the date of grant of the Performance Stock Units through the last date of the Performance Period.

As soon as reasonably practicable after the completion of the Performance Period, the Administrator shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Performance Stock Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of the Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Administrator, which shall be comprised of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Performance Stock Units that are eligible to vest shall be calculated. In the case of Performance Stock Units that are intended to constitute Qualified Performance-Based Compensation, the Administrator may not increase the number of Performance Stock Units that may be eligible to vest to a number that is greater than the number of Performance Stock Units

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determined in accordance with the foregoing sentence. For Performance Stock Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goal may not be adjusted except as specified in the attached Schedule A in accordance with the requirements of Code Section 162(m). For Performance Stock Units that are not intended to constitute Qualified Performance-Based Compensation, the Administrator may make such adjustment to the Performance Goal as the Administrator in its sole discretion deems appropriate.

Anything in the foregoing to the contrary notwithstanding:

(1)In the event that you cease to be a Service Provider as a result of your death prior to the last day of the Performance Period, you shall vest in a number of Performance Stock Units equal to the product of the number of Performance Stock Units that become eligible to vest based on the attainment level of the Performance Goals calculated as of the end of the Performance Period, multiplied by the Pro Rata Factor, rounded up to the nearest whole number of Performance Stock Units. “Pro Rata Factor” means a fraction, the numerator of which is the number of days that you have completed as a Service Provider during the period commencing on the date of grant of the Performance Stock Units and ending on the date that is the earlier of your death or the Shortened Performance Attainment Date, as applicable, and the denominator of which is the number of total days contained in the period commencing on the date of grant of the Performance Stock Units and ending on the last day of the Performance Period.

(2)In the event of a Change in Control that occurs prior to the end of the Performance Period, (A) the Performance Period shall be shortened to end on a date preceding the consummation of the Change in Control selected by the Company (the “Shortened Performance Attainment Date”), (B) a number of Performance Stock Units shall vest immediately prior to the Change in Control equal to the product of (1) the number of Performance Stock Units that become eligible to vest based on the attainment level of the Performance Goals (or if the attainment level cannot then be measured, the Target Number of Performance Stock Units), multiplied by the (2) the Pro Rata Factor (the “Pro Rata Portion”), and (C) the number of Performance Stock Units equal to the difference between (1) the number of Performance Stock Units that became eligible to vest based on attainment of the Performance Goals as determined in subsection (2)(B)(1) of this paragraph, and (2) the Pro Rata Portion (the difference between these two amounts, the “Converted RSUs”), shall vest on the last day of the Performance Period, provided you continue to be a Service Provider through such date. Notwithstanding the foregoing, if you cease to be a Service Provider as a result of your involuntary termination by the Company (or an Affiliate) for reasons other than Cause within one year following the Change in Control and prior to the last day of the Performance Period, the Converted RSUs shall vest automatically as of the date you cease to be a Service Provider. For purposes of this Award Agreement, “Cause” shall mean, as determined by the Company: (AA) your performance of any act or omission which, if you were prosecuted, would constitute a felony or misdemeanor; (BB) your failure to carry out your material duties; (CC) your dishonesty towards or fraud upon the Company or any Affiliate which is injurious to the Company or any Affiliate; (DD) your violation of any Company or Affiliate practice or agreement or confidentiality obligations to the Company, any Affiliate, or any customers of the Company or any Affiliate, or misappropriation of assets of the Company or any Affiliate; (EE) your death or inability to carry out your essential duties with reasonable accommodation, if any, unless prohibited by law. Notwithstanding the

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foregoing, if you are a party to a Change in Control Severance Agreement, the provisions of this paragraph (2) shall not apply. For the avoidance of any doubt, the Converted RSUs shall be subject to Section 14(c) of the Plan.

(3)In the event that you have been selected to participate in the Company Age and Service Equity Vesting Program (the “Vesting Program”) on or before the date of grant of the Performance Stock Units, this Award Agreement shall also be subject to the terms of the Vesting Program.

(4)If you are a party to an Executive Severance Agreement with the Company, this Award Agreement shall also be subject to the terms of such Executive Severance Agreement.

Settlement

For each vested Performance Stock Unit, you shall be entitled to receive (1) a number of whole Shares equal to the number of Performance Stock Units vesting on such vesting date, or (2) a cash payment equal to the product of the number of Performance Stock Units vesting on such vesting date and the Fair Market Value of one Share on such vesting date or (3) a combination of the foregoing at the Company’s discretion under the terms of the Plan. Such payment shall be made on or as soon as practicable following the date of vesting, but no later than the earlier of (i) 74 days following the end of the Performance Period, (ii) 30 days following a Change in Control (in the event of a vesting event pursuant to paragraph (2) under the “Vesting Schedule” section above), or (iii) 30 days following the date you cease to be a Service Provider (in the event of a vesting event pursuant to paragraph (2) under the “Vesting Schedule” section above). Notwithstanding the foregoing, to the extent this Award Agreement is subject to a Change in Control Severance Agreement, an Executive Severance Agreement or the Vesting Program, the settlement terms of such agreement or program shall control with respect to the Performance Stock Units to the extent necessary to comply with Section 409A of the Code.

Forfeiture

Except as provided above under the heading “Vesting Schedule,” upon the date that you cease to be a Service Provider for any reason, all unvested Performance Stock Units shall be forfeited. The date you cease to be a Service Provider for purposes of the Award will be the date described in paragraph (11) of the “Nature of Award” section below.

Tax Obligations

You acknowledge that, regardless of any action taken by the Companyor, if different, your employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Units, including, but not limited to, the grant, vesting or settlement of the Performance Stock

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Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Performance Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Companyand/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, you agree to make arrangements satisfactory to the Company and/or the Employer to fulfill all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for Tax-Related Items by one or a combination of the following:

(1)withholding from your wages or other cash compensation paid to you by the Company and/or the Employer or any Subsidiary or Affiliate; or

(2)withholding from proceeds of the sale of the Shares acquired upon vesting/settlement of the Performance Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company(on your behalf pursuant to this authorization and without further consent); or

(3)withholding in Shares to be issued upon vesting/settlement or from the cash payment received at settlement (if any) of the Performance Stock Units.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates, including up to the maximum applicable permissible statutory rate for your tax jurisdiction(s), in which case you have no entitlement to the equivalent amount in shares and will receive a refund of any over-withheld amount in cash in accordance with applicable law. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested Performance Stock Units, notwithstanding that a number of Shares are held back solely for the purpose of satisfying the withholding obligation for the Tax-Related Items.

Finally, you agree to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares (or the cash equivalent) or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items.

Code Section 409A

The vesting and settlement of Performance Stock Units awarded pursuant to this Award Agreement are intended to qualify for the “short-term deferral” exemption from Section 409A of the Code. In furtherance of this intent, the provisions of this Award Agreement shall be interpreted, operated, and administered in a manner consistent with these intentions. The Administrator reserves the right,

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to the extent the Administrator deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Award Agreement to ensure that the Performance Stock Units qualify for exemption from or comply with Section 409A of the Code or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A of the Code if compliance is not practical; provided, however, that the Company makes no representations that the Performance Stock Units will be exempt from Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to these Performance Stock Units. Nothing in this Award Agreement shall provide a basis for any person to take any action against the Company or any of its Subsidiaries or Affiliates based on matters covered by Section 409A of the Code, including the tax treatment of this Award Agreement, and neither the Company nor any of its Subsidiaries or Affiliates will have any liability under any circumstances to you or any other party if the Performance Stock Units that is intended to be exempt from, or compliant with, Section 409A of the Code, is not so exempt or compliant or for any action taken by the Administrator with respect thereto.

Nature of Award

In accepting this Award, you acknowledge, understand and agree that:

(1)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(2)this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been granted in the past;

(3)all decisions with respect to future restricted stock unit grants, if any, will be at the sole discretion of the Company;

(4)you are voluntarily participating in the Plan;

(5)this Award and your participation in the Plan shall not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Affiliate, and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate your Service Provider relationship at any time;

(6)the Performance Stock Units and the Shares subject to the Performance Stock Units, and the income and value of same, are not intended to replace any pension rights or compensation;

(7)unless otherwise agreed with the Company, the Performance Stock Units and the Shares subject to the Performance Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary or Affiliate of the Company;

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(8)the Performance Stock Units and the Shares subject to the Performance Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for any purpose, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(9)the future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty;

(10)no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Stock Units resulting from termination of your relationship as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are engaged as a Service Provider or the terms of your employment or service agreement, if any);

(11)for purposes of the Award, your relationship as a Service Provider will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are engaged as a Service Provider or the terms of your employment or service agreement, if any); unless otherwise expressly provided in this Award Agreement or determined by the Company, your right to vest in the Performance Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the period during which you are considered a Service Provider would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are engaged as a Service Provider or the terms of your employment or service agreement, if any); the Administrator shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be actively providing services while on a leave of absence);

(12)unless otherwise provided in the Plan or by the Company in its discretion, the Performance Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Performance Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and

(13)neither the Company, the Employer nor any Subsidiary or Affiliateshall be liable for any foreign exchange rate fluctuation between the United States Dollar and your local currency (if different) that may affect the value of the Performance Stock Units or of any amounts due to you pursuant to the settlement of the Performance Stock Units or the subsequent sale of any Shares acquired upon settlement.

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No Advice Regarding Award

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You acknowledge, understand and agree that you should to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

No Stockholder Rights Prior to Settlement

You shall have no rights of a stockholder (including the right to distributions or dividends or to vote) unless and until Shares are issued pursuant to the terms of this Award Agreement.

Compliance with Law

Notwithstanding anything to the contrary contained herein, no Shares will be issued to you upon vesting of the Performance Stock Units unless the Shares subject to the Performance Stock Units are then registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or, if such Shares are not so registered, the Company has determined that such vesting and issuance would be exempt from the registration requirements of the Securities Act. Further, no Shares will be issued until completion of any other applicable registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of any applicable governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. By accepting the Performance Stock Units, you agree not to sell any of the Shares received under this Award at a time when Applicable Laws or Company policies prohibit a sale.

Clawback Provision

The Performance Stock Units and any financial gain thereof will be subject to recoupment in accordance with the Company’s Incentive Compensation Recoupment Policy, effective as of May 2, 2017, and as may be amended from time to time, and any clawback policy that is required to be adopted pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Laws.

Insider Trading Restrictions / Market Abuse Laws

You acknowledge that, depending on your country of residence, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares or rights to Shares (e.g., Performance Stock Units) under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country).  Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.  You

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acknowledge that it is your responsibility to comply with any applicable restrictions and understand you should consult your personal legal advisor on such matters.

Data Privacy

You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Award Agreement and any other Performance Stock Unit Award materials ("Data") by and among, as applicable, the Employer, the Company and any Subsidiary or Affiliate for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address, email address and telephone number, date of birth, social insurance number, passport number, or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Performance Stock Units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan.

You understand that Data will be transferred to the Company’s designated broker/third party administrator for the Plan, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that, if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of Data by contacting your local human resources representative. You authorize the Company, the Company’s broker and any other third parties which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that, if you reside outside the United States, you may, at any time, view Data, request information about the storage and processing of Data, or require any necessary amendments to Data, in any case without cost, by contacting your local human resources representative. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your status as a Service Provider with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to award Performance Stock Units or other equity awards to you or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

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Entire Agreement

The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of you and the Company with respect to the subject matter hereof, and may not be modified adversely to your interest except by means of a writing signed by you and the Company. Notwithstanding the foregoing, if the Award Agreement is subject to the Vesting Program, an Executive Severance Agreement or a Change in Control Severance Agreement with the Company, the terms of such applicable Vesting Program, Executive Severance Agreement, or Change in Control Severance Agreement shall also apply to this Award Agreement.

Governing Law/Venue

This Award of Performance Stock Units and this Award Agreement are governed by, and subject to, the internal substantive laws, but not the choice of law rules, of the State of Delaware, U.S.A.

For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or this Award Agreement, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the State of California, U.S.A., and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, U.S.A., or the federal courts for the United States for the Northern District of California, and no other courts, where this Award is made and/or to be performed.

Language

If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

Electronic Delivery and Participation

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by theCompany.

Severability

The provisions of this Award Agreement (which includes the Appendix) are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Appendix

The Performance Stock Units shall be subject to any special terms and conditions for your country set forth in the Appendix. Moreover, if you relocate to one of the countries included in the Appendix,

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the special terms and conditions for such country shall apply to you, unless the Company determines that the application of such terms and conditions is not necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Award Agreement.

Imposition of Other Requirements

The Company reserves the right to impose other requirements on your participation in the Plan, on the Performance Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

Foreign Asset/Account Reporting Requirements; Exchange Controls

You acknowledge that your country may have certain foreign asset and/or foreign account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares acquired under the Plan) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you understand and agree to consult your personal legal advisor for any details.

Waiver

You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you or any other participant in the Plan.

BY YOUR SIGNATURE AND THE SIGNATURE OF THE COMPANY’S REPRESENTATIVE BELOW OR BY YOUR ACCEPTANCE OF THIS AWARD THROUGH THE COMPANY’S ONLINE ACCEPTANCE PROCEDURE, YOU AND THE COMPANY AGREE THAT THIS AWARD IS GOVERNED BY THE TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING THE APPENDIX. YOU HAVE REVIEWED THE PLAN AND THIS AWARD AGREEMENT, INCLUDING THE APPENDIX, IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO EXECUTING THIS AWARD AGREEMENT, AND FULLY UNDERSTAND ALL PROVISIONS OF THE PLAN AND AWARD AGREEMENT, INCLUDING THE APPENDIX. YOU HEREBY AGREE TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS RELATING TO THE PLAN AND AWARD AGREEMENT, INCLUDING THE APPENDIX. YOU FURTHER AGREE TO NOTIFY THE COMPANY UPON ANY CHANGE IN YOUR RESIDENCE ADDRESS.

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SERVICE PROVIDER:	TRIMBLE INC.:
Signature	By
Print Name	Print Name
Residence Address	Title

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SCHEDULE A –

OPERATING INCOME / REVENUE PERFORMANCE GOAL SCHEDULE

1.    Target Number of Performance Stock Units (“OI/Revenue Target Units”): [●]

The actual number of Performance Stock Units that are eligible to vest in accordance with the Vesting Schedule of the Award Agreement shall be based on the attainment level of the Performance Goals set forth below, in accordance with the following formula:

▪The product of the OI/Revenue Target Units, multiplied by the Performance Attainment Factor (as set forth in the table below).

2.    Performance Period: Fiscal Year 201_

3.    Performance Goals:

The Performance Attainment Factor shall be determined by reference to the intersection of the Operating Income Percentage and Revenue in the table below, measured as of the end of the Performance Period, with performance in between the identified attainment performance attainment level (i.e., Performance Attainment Factor percentage attainment) determined by interpolation on a linear basis.

201_- 201_		Performance Attainment Factor
Revenue	Revenue	OI%	OI%	OI%	OI%	OI%	OI%	OI%	OI%	OI%	OI%
CAGR%	$MMs

For this purpose:

“Operating Income Percentage” means a percentage determined by the following formula:

▪a fraction, the numerator of which is the Company’s year-end non-GAAP operating income for fiscal year 201_ (“Operating Income”) as reported in the Company’s year-end earnings press release reported on a Form 8-K or such other report that is filed or furnished with the Securities and Exchange Commission (the “FY1_ Earnings Release”), and the denominator of which is the Company’s Revenue for fiscal year 201_.

▪“Revenue” means the Company’s year-end revenue for fiscal year 201_ as reported in the FY1_ Earnings Release.

4.    Mandatory Adjustments for Awards to Covered Employees:

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For Performance Stock Units that are intended to constitute Qualified Performance-Based Compensation, the definition of or methods of determining Revenue and Operating Income to ascertain the attainment level of the Performance Goal shall not be adjusted except as provided in the following:

(a)Revenue and Operating Income shall be calculated without regard to changes in Critical Accounting Policies identified in the Company’s SEC filings or any required changes in reporting of non-GAAP financial results effective after the date of this Award Agreement.

(b)Revenue and Operating Income shall be adjusted for the effects of divestiture or discontinuance of specific businesses of the Company as follows: (i) if Operating Income associated with a business which is discontinued or divested after the date of this Award Agreement is positive in the annual financial reporting period preceding discontinuance or divestiture, the revenue and operating income corresponding to such business in the annual financial reporting period preceding the date of discontinuance or divestiture shall be added to the total Revenue and Operating Income otherwise calculated in determining attainment of the Performance Goal and (ii) if Operating Income associated with a business which is discontinued or divested after the date of this Award Agreement is negative in the annual financial reporting period preceding discontinuance or divestiture, the revenue corresponding to such business in the annual financial reporting period preceding discontinuance or divestiture shall be added to the total Revenue otherwise calculated in determining attainment of the Performance Goal.

(c)If an acquisition completed by the Company during the Performance Period results in a reduction or “haircut” in deferred revenue in the final year of the Performance Period corresponding to the acquired business, Revenue and Operating Income shall be increased to eliminate the effect of the deferred revenue reduction and associated deferred costs, if any.

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APPENDIX TO

TRIMBLE INC.AMENDED AND RESTATED 2002 STOCK PLAN

GLOBAL PERFORMANCE STOCK UNIT
AWARD AGREEMENT

TERMS AND CONDITIONS

This Appendix, which is part of the Award Agreement, includes additional or different terms and conditions that govern the Performance Stock Units and that will apply to you if you are in one of the countries listed below. Unless otherwise defined herein, capitalized terms set forth in this Appendix shall have the meanings ascribed to them in the Plan or the Award Agreement, as applicable.

If you are a citizen or resident of a country other than the one in which you are currently working and/or residing, are considered a resident of another country for local law purposes or transfers employment and/or residency between countries after the date of grant, the Company shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply to you under these circumstances.

NOTIFICATIONS

This Appendix also includes information regarding securities, exchange control and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of May 2017. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Appendix as the only source of information relating to the consequences of your participation in the Plan because such information may be outdated when you vest in this Award and/or sell any Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to your particular situation. As a result, the Company is not in a position to assure you of any particular result. You, therefore, are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your particular situation.

Finally, if you are a citizen or resident of a country other than that in which you currently are working an/or residing, are considered a resident of another country for local law purposes or transfer employment and/or residency to a different country after the date of grant, the information contained herein may not apply in the same manner to you.

(Employees)

BELGIUM

NOTIFICATIONS

Foreign Asset/Account Reporting Information. You are required to report any bank or brokerage accounts held outside of Belgium in your annual tax return. In a separate report, you are required to provide the National Bank of Belgium with certain details regarding such foreign accounts (including the account number, bank name and country in which any such account was opened). This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be, under the Kredietcentrales / Centrales des crédits caption.

CANADA

TERMS AND CONDITIONS

Settlement. The following provision replaces the “Settlement” section of the Award Agreement:

For each vested Performance Stock Units, you shall be entitled to receive a number of Shares equal to the number of Performance Stock Units vesting on such vesting date. Such payment in the form of Shares shall be made as soon as practicable, but no later than 60 days, following the date of vesting.

The discretion to settle the Performance Stock Units in cash as described in the Award Agreement and the Plan is not applicable to Performance Stock Units granted to Service Providers in Canada.

Nature of Award. The following provision replaces paragraph (11) of the “Nature of Award” section of the Award Agreement:

For purposes of the Award, your relationship as a Service Provider will be considered terminated as of the earliest of (a) the date that your relationship as a Service Provider with the Company or one of its Subsidiaries or Affiliates is terminated; (b) the date on which you receive a written notice of termination of your relationship as a Service Provider, regardless of any notice period or period of pay in lieu of such notice required under any employment law in the country where you reside (including, but not limited to, statutory law, regulatory law and/or common law), even if such law is otherwise applicable to your benefits from the Employer; and (c) the date you are no longer actively providing services to the Company or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are engaged as a Service Provider or the terms of your employment or service agreement, if any); unless otherwise expressly provided in this Award Agreement or determined by the Company, your right to vest in the Performance Stock Units under the Plan, if any, will terminate as of such date; the Administrator shall have the exclusive discretion to determine when you are no longer a Service Provider for purposes of your Award.

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The following provisions apply if you are in Quebec:

Consent to Receive Information in English. The parties acknowledge that it is their express wish that the Award Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir expressement souhaité que la convention [“Award Agreement”], ainsi que tous les documents, avis et procédures judiciaries, éxecutés, donnés ou intentés en vertu de, ou lié, directement ou indirectement à la présente convention, soient rédigés en langue anglaise.

Data Privacy. The following provision supplements the “Data Privacy” section of the Award Agreement:

You hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of the Plan. You further authorize the Company, the Employer, any Subsidiary or Affiliate and the Company’s designated broker/third party administrator for the Plan (or such other stock plan service provider that may be selected by the Company to assist with the implementation, administration and management of the Plan) to disclose and discuss such information with their advisors. You also authorize the Company, the Employer and/or any Subsidiary or Affiliate to record such information and to keep such information in your employment file.

NOTIFICATIONS

Securities Law Information. You are permitted to sell Shares acquired through the Plan through the designated broker appointed under the Plan, if any (or any other broker acceptable to the Company), provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the Nasdaq Global Select Market.

Foreign Asset/Account Reporting Information. You are required to report any foreign specified property, including Shares and rights to receive Shares (e.g., Performance Stock Units), annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the foreign specified property exceeds CAD100,000 at any time during the year. Thus, Performance Stock Units must be reported - generally at a nil cost - if the CAD100,000 cost threshold is exceeded because of other foreign property you hold. When Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB would ordinarily equal the fair market value of the Shares at the time of acquisition, but if other Shares are also owned, this ACB may have to be averaged with the ACB of the other Shares. The Form T1135 generally must be filed by April 30 of the following year. You understand and agree you should consult your personal legal advisor to ensure compliance with applicable reporting obligations.

FINLAND

There are no country-specific terms and conditions.

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FRANCE

TERMS AND CONDITIONS

Performance Stock Units Not Tax-Qualified. You understand that this Award is not intended to be French tax-qualified.

Consent to Receive Information in English. By accepting the grant of Performance Stock Units and the Award Agreement, which provides for the terms and conditions of your Performance Stock Units, you confirm having read and understood the documents relating to this Award, which were provided to you in English. You accept the terms of those documents accordingly.

En acceptant cette attribution gratuite d’actions et ce contrat qui contient les termes et conditions de vos actions gratuites, vous confirmez avoir lu et compris les documents relatifs à cette attribution qui vous ont été transmis en langue anglaise. Vous acceptez ainsi les conditions et termes de ces documents.

NOTIFICATIONS

Foreign Asset/Account Information. If you hold securities outside of France (including Shares acquired under the Plan) or maintain a foreign bank account, you are required to report the maintenance of such to the French tax authorities when filing your annual tax return.

NEW ZEALAND

NOTIFICATIONS

Securities Law Information. You are being offered Performance Stock Units which, if vested, will entitle you to acquire Shares in accordance with the terms of the Award Agreement and the Plan. The Shares, if issued, will give you a stake in the ownership of the Company. You may receive a return if dividends are paid.

If the Company runs into financial difficulties and is wound up, you will be paid only after all creditors and holders of preference shares (if any) have been paid. You may lose some or all of your investment, if any.

New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision. The usual rules do not apply to this offer because it is made under an employee share purchase scheme. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment. Ask questions, read all documents carefully, and seek independent financial advice before committing yourself.

The Shares are quoted on the Nasdaq Global Select Market (the “Nasdaq”). This means that if you acquire Shares under the Plan, you may be able to sell the Shares on the Nasdaq if there are interested buyers. You may get less than you invested. The price will depend on the demand for the Shares.

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For information on risk factors impacting the Company's business that may affect the value of the Shares, you should refer to the risk factors discussion in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed with the U.S. Securities and Exchange Commission and are available online at www.sec.gov, as well as on the Company's “Investor Relations” website at http://investor.trimble.com/.

UNITED KINGDOM

TERMS AND CONDITIONS

Settlement. The following provision supplements the “Settlement” section of the Award Agreement:

For each vested Performance Stock Unit, you shall be entitled to receive a number of Shares equal to the number of Performance Stock Units vesting on such vesting date. Such payment in the form of Shares shall be made as soon as practicable, but no later than 60 days, following the date of vesting.

The discretion to settle the Performance Stock Units in cash as described in the Plan is not applicable to Performance Stock Units granted to Service Providers in the United Kingdom.

Tax Obligations. The following provision supplements the “Tax Obligations” section of the Award Agreement:

Without limitation to the “Tax Obligations” section of the Award Agreement, you understand and agree you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also agree to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold on your behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority).

Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act, the terms of the immediately foregoing provision will not apply. In the event that you are a director or executive officer and income tax is not collected from or paid by you within 90 days of the end of the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and national insurance contributions (“NICs”) may be payable. You understand that you will be responsible for reporting any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying the Company or the Employer (as applicable) for the value of any employee NICs due on this additional benefit.

Joint Election. As a condition of participation in the Plan and the vesting of the Performance Stock Units, you agree to accept any liability for secondary Class 1 NICs which may be payable by the Company and/or the Employer in connection with the Performance Stock Units and any event giving rise to Tax-Related Items (the “Employer NICs”). Without prejudice to the foregoing, you agree

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to execute a joint election with the Company, the form of such joint election having been approved formally by Her Majesty’s Revenue and Customs (“HMRC”) (the “Joint Election”), and any other required consent or election to accomplish the transfer of Employer NICs to you. You further agree to execute such other joint elections as may be required between you and any successor to the Company or the Employer. You further agree that the Company or the Employer may collect the Employer NICs from you by any of the means set forth in the “Tax Obligations” section of the Award Agreement.

If you do not enter into a Joint Election prior to the vesting of the Performance Stock Units or any other event giving rise to Tax-Related Items or if approval of the joint election has been withdrawn by HMRC, you will not be entitled to vest in the Performance Stock Units or receive any benefit in connection with the Performance Stock Units unless and until you enter into a Joint Election, and no Shares will be issued or delivered to you under the Plan, without any liability to the Company or the Employer.

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TRIMBLE INC.
AMENDED AND RESTATED 2002 STOCK PLAN

Important Note on the Joint Election to Transfer

Employer National Insurance Contributions

As a condition of participation in the Trimble Inc. Amended and Restated 2002 Stock Plan (the “Plan”) and the vesting of any performance stock units (“Performance Stock Units”) that may be granted to you by Trimble Inc. (the “Company”), you are required to enter into a joint election to transfer to you any liability for employer secondary Class 1 National Insurance contributions (the “Employer’s Liability”) that may arise in connection with any Performance Stock Units granted to you by the Company under the Plan (the “Joint Election”).

If you do not agree to enter into the Joint Election, any grant of Performance Stock Units will be worthless as you will not receive any benefit in connection with the Performance Stock Units.

By entering into the Joint Election:

•You agree that any Employer’s Liability that may arise in connection with or pursuant to the Performance Stock Units (and the acquisition of Shares) or other taxable events in connection with the Performance Stock Units will be transferred to you; and

•You authorise the Company and/or the Employer to recover an amount sufficient to cover this liability by any of the means set forth in the Award Agreement and/or the Joint Election.

•You acknowledges that even if you have electronically entered into the Joint Election by accepting the Award Agreement through the Company’s online acceptance procedures, the Company or the Employer may still require you to sign a paper copy of this Joint Election (or a substantially similar form) if the Company determines such is necessary to give effect to the Joint Election.

By accepting the Award Agreement through the Company’s online acceptance procedures with the Company’s designated broker/third party administrator for the Plan

(or by signing the Joint Election, if applicable),

you are agreeing to be bound by the terms of the Joint Election.

Please read the terms of the Joint Election carefully before

accepting the terms of the Award Agreement and the Joint Election.

Please keep a copy of the Joint Election for your records.

(Employees)

TRIMBLE INC.
AMENDED AND RESTATED 2002 STOCK PLAN

Election To Transfer the Employer’s National Insurance Liability to the Employee

This Election is between:

A. The individual who has obtained authorised access to this Joint Election (the “Employee”), who is employed by one of the employing companies listed in the attached schedule (the “Employer”) and who is eligible to receive performance stock units pursuant to the Trimble Inc. Amended and Restated 2002 Stock Plan (the “Plan”), and

B. Trimble Inc., at 935 Stewart Drive, Sunnyvale, California 94085, U.S.A. (the “Company”), which may grant performance stock units under the Plan and is entering into this Joint Election on behalf of the Employer.

1.Introduction

1.1 This Joint Election relates to any performance stock units granted to the Employee under the Plan on or after March 15, 2017 up to the termination date of the Plan.

1.2 In this Joint Election the following words and phrases have the following meanings:

(a) “Chargeable Event” means, in relation to the Plan:

(i) the acquisition of securities pursuant to performance stock units (within section 477(3)(a) of ITEPA);

(ii) the assignment (if applicable) or release of performance stock units in return for consideration (within section 477(3)(b) of ITEPA);

(iii) the receipt of a benefit in connection with the performance stock units, other than a benefit within (i) or (ii) above (within section 477(3)(c) of ITEPA);

(iv) post-acquisition charges relating to the performance stock units and/or shares acquired pursuant to the performance stock units (within section 427 of ITEPA); and/or

(v) post-acquisition charges relating to the performance stock units and/or shares acquired pursuant to the performance stock units (within section 439 of ITEPA).

(b)“ITEPA” means the Income Tax (Earnings and Pensions) Act 2003.

(c)“SSCBA” means the Social Security Contributions and Benefits Act 1992.

1.3 This Joint Election relates to employer’s secondary Class 1 National Insurance contributions (the “Employer’s Liability”) which may arise on the occurrence of a Chargeable Event in respect of the performance stock units pursuant to section 4(4)(a) and/or paragraph 3B(1A) of Schedule 1 of the SSCBA.

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1.4 This Election does not apply in relation to any liability, or any part of any liability, arising as a result of regulations being given retrospective effect by virtue of section 4B(2) of either the SSCBA, or the Social Security Contributions and Benefits (Northern Ireland) Act 1992.

1.5 This Election does not apply to the extent that it relates to relevant employment income which is employment income of the earner by virtue of Chapter 3A of Part VII of ITEPA (employment income: securities with artificially depressed market value).

2.The Election

The Employee and the Company jointly elect that the entire liability of the Employer to pay the Employer’s Liability on the Chargeable Event is hereby transferred to the Employee. The Employee understands that by signing the Joint Election or by accepting the Performance Stock Unit Award Agreement through the Company’s online acceptance procedures with the Company’s designated broker/third party administrator for the Plan, he or she will become personally liable for the Employer’s Liability covered by this Joint Election. This Joint Election is made in accordance with paragraph 3B(1) of Schedule 1 to SSCBA.

3.Payment of the Employer’s Liability

3.1 The Employee hereby authorises the Company and/or the Employer to collect the Employer’s Liability from the Employee at any time after the Chargeable Event:

(i) by deduction from salary or any other payment payable to the Employee at any time on or after the date of the Chargeable Event; and/or

(ii) directly from the Employee by payment in cash or cleared funds; and/or

(iii) by arranging, on behalf of the Employee, for the sale of some of the securities which the Employee is entitled to receive pursuant to the performance stock units; and/or

(iv) through any other method as set forth in the applicable Performance Stock Unit Award Agreement entered into between the Employee and the Company.

3.2 The Company hereby reserves for itself and the Employer the right to withhold the transfer of any securities to the Employee in respect of the performance stock units until full payment of the Employer’s Liability is received.

3.3 The Company agrees to remit the Employer’s Liability to Her Majesty’s Revenue & Customs (“HMRC”) on behalf of the Employee within 14 days after the end of the UK tax month during which the Chargeable Event occurs (or within 17 days if payments are made electronically).

4.Duration of Election

4.1 The Employee and the Company agree to be bound by the terms of this Joint Election regardless of whether the Employee is transferred abroad or is not employed by the Employer on the date on which the Employer’s Liability becomes due.

4.2 This Election will continue in effect until the earliest of the following:

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(i) the Employee and the Company agree in writing that it should cease to have effect;

(ii) on the date the Company serves written notice on the Employee terminating its effect;

(iii) on the date HMRC withdraws approval of this Joint Election; or

(iv) after due payment of the Employer’s Liability in respect of the Plan to which this Joint Election relates or could relate, such that the Election ceases to have effect in accordance with its terms.

Acceptance by the Employee

The Employee acknowledges that by signing the Joint Election below or by accepting the Performance Stock Unit Award Agreement through the Company’s online acceptance procedures with the Company’s designated broker/third party administrator for the Plan, the Employee agrees to be bound by the terms of this Joint Election.

_____________________________

Signature

_____________________________

Employee Name

_____________________________

Date

Acceptance by the Company

The Company acknowledges that, by arranging for the scanned signature of an authorised representative to appear on this Joint Election, the Company agrees to be bound by the terms of this Joint Election.

Signed for and on behalf of the Company    

____________________________

James A. Kirkland

General Counsel

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UNITED STATES

There are no country-specific terms and conditions.

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EX-10.5

10.5

TRIMBLE INC.
AMENDED AND RESTATED 2002 STOCK PLAN

GLOBAL PERFORMANCE STOCK UNIT AWARD AGREEMENT
(Total Stockholder Return)

Unless otherwise defined herein, the capitalized terms used in this Performance Stock Unit Award Agreement shall have the same defined meanings as set forth in the Trimble Inc. Amended and Restated 2002 Stock Plan (the “Plan”).

Name:

Address:

You have been awarded the right to receive Common Stock of the Company or a cash equivalent, subject to the terms and conditions of the Plan and this Global Performance Stock Unit Award Agreement, including any special terms and conditions for your country in the appendix attached hereto (the “Appendix”, together with this Global Performance Stock Unit Award Agreement, the “Award Agreement”), as follows:

Target Number of Performance Stock Units     

The Performance Stock Units granted under this Award Agreement to Covered Employees are intended to constitute Qualified Performance-Based Compensation.

Vesting Schedule

Subject to the terms of the Plan and this Award Agreement, the Performance Stock Units granted under this Award Agreement vest (i) to the extent the Performance Goals (as set forth in Schedule A) applicable to the applicable Performance Period (as specified in Schedule A) are attained, as determined in accordance with the paragraph below and (ii) as long as you continue to be a Service Provider, as further described in paragraph 11 of the “Nature of Award” section below, from the date of grant of the Performance Stock Units through the last date of the Performance Period.

As soon as reasonably practicable after the completion of each Scoring Window (as set forth in Schedule A) in the Performance Period, the Administrator shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Performance Stock Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of the Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Administrator, which shall be comprised of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Performance Stock Units that are eligible to vest shall be calculated. In the case of Performance Stock Units that are intended to constitute Qualified Performance-Based Compensation, the Administrator may not increase the number of Performance Stock Units that may be eligible to vest to a number that is greater than the

number of Performance Stock Units determined in accordance with the foregoing sentence. For Performance Stock Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goal may not be adjusted except as specified in the attached Schedule A in accordance with the requirements of Code Section 162(m). For Performance Stock Units that are not intended to constitute Qualified Performance-Based Compensation, the Administrator may make such adjustment to the Performance Goal as the Administrator in its sole discretion deems appropriate.

Anything in the foregoing to the contrary notwithstanding:

(1)In the event that you cease to be a Service Provider as a result of your death prior to the last day of a Performance Period, you shall vest, with respect to each Scoring Window, in a number of Performance Stock Units equal to the product of the number of Performance Stock Units that become eligible to vest with respect to the applicable Scoring Window based on the attainment level of the Performance Goals calculated as of the end of the corresponding Scoring Window, multiplied by the Pro Rata Factor, rounded up to the nearest whole number of Performance Stock Units. “Pro Rata Factor” means a fraction, the numerator of which is the number of days that you have completed as a Service Provider during the period commencing on the date of grant of the Performance Stock Units and ending on the date that is the earliest of your death or the Shortened Performance Attainment Date (as defined below), and the denominator of which is the number of total days contained in the period commencing on the date of grant of the Performance Stock Units and ending on the last day of the corresponding Scoring Window.

(2)In the event of a Change in Control, (a) if the last day of a Scoring Window precedes the Change of Control, the Performance Stock Units subject to the any such Scoring Window that became eligible to vest based on the attainment of the Performance Goals shall vest as of the date that the attainment level has been determined in accordance with the procedures described under the “Vesting Schedule” section and (b) if the last day of a Scoring Window postdates the Change of Control, (i) each such Scoring Window shall be shortened to end on a date preceding the consummation of the Change in Control to be selected by the Administrator (the “Shortened Performance Attainment Date”), (ii) with respect to each such Scoring Window, a number of Performance Stock Units shall vest immediately prior to the Change in Control equal to the product of the number of Performance Stock Units that become eligible to vest with respect to the applicable Scoring Window based on the attainment level of the Performance Goals calculated as of the Shortened Performance Attainment Date, multiplied by the Pro Rata Factor (the “Pro Rata Portion”), rounded up to the nearest whole number of Performance Stock Units, and (iii) a number of Performance Stock Units equal to the difference between the number of Performance Stock Units that became eligible to vest based on attainment of the Performance Goals and the Pro Rata Portion shall vest on the last day of the Performance Period, as long as you continue to be a Service Provider, as further described in paragraph 11 of the “Nature of Award” section below, through the last date of the Performance Period (the “Time-Based RSUs”). Notwithstanding the foregoing, if you cease to be a Service Provider as a result of your involuntary termination by the Company (or an Affiliate) within one year following the Change in Control and prior to the last day of the Performance Period, your Time-Based RSUs shall vest automatically as of the date you cease to be a Service Provider. For purposes of this Award Agreement, “Cause” shall mean, as determined by the Company: (AA)

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your performance of any act or omission which, if you were prosecuted, would constitute a felony or misdemeanor; (BB) your failure to carry out your material duties; (CC) your dishonesty towards or fraud upon the Company or any Affiliate which is injurious to the Company or any Affiliate; (DD) your violation of any Company or Affiliate practice or agreement or confidentiality obligations to the Company, any Affiliate, or any customers of the Company or any Affiliate, or misappropriation of assets of the Company or any Affiliate; (EE) your death or inability to carry out your essential duties with reasonable accommodation, if any, unless prohibited by law.Notwithstanding the foregoing, if you are a party to a Change in Control Severance Agreement, then this paragraph (2) shall not apply; provided, however, that if such agreement does not address accelerated vesting with respect to Scoring Windows, as contemplated under this paragraph (2), then this paragraph (2) shall apply. For the avoidance of any doubt, the Time-Based RSUs shall be subject to Section 14(c) of the Plan.

(3)In the event that you have been selected to participate in the Company Age and Service Equity Vesting Program (the “Vesting Program”) on or before the date of grant of the Performance Stock Units, this Award Agreement shall also be subject to the terms of the Vesting Program.

(4)If you are a party to an Executive Severance Agreement with the Company, this Award Agreement shall also be subject to the terms of such Executive Severance Agreement.

Settlement

For each vested Performance Stock Unit, you shall be entitled to receive (1) a number of whole Shares equal to the number of Performance Stock Units vesting on such vesting date, or (2) a cash payment equal to the product of the number of Performance Stock Units vesting on such vesting date and the Fair Market Value of one Share on such vesting date or (3) a combination of the foregoing at the Company’s discretion under the terms of the Plan. Such payment shall be made on or as soon as practicable following the date of vesting, but no later than the earlier of (i) 75 days following the end of the Performance Period, (ii) 60 days following a Change in Control (in the event of a vesting event pursuant to paragraph (2) of the “Vesting Schedule” section above), or (iii) 30 days following the date you cease to be a Service Provider (in the event of a vesting event pursuant to paragraph (2) under the “Vesting Schedule” section above); provided, however, that if the Performance Stock Units constitute “non-qualified deferred compensation” that is subject to Section 409A of the Code and Change in Control does not constitute a “change in control event” within the meaning of the U.S. Treasury Regulations promulgated under Section 409A of the Code, the payment shall instead be made within the period set forth in subsection (i) above. Notwithstanding the foregoing, to the extent this Award Agreement is subject to a Change in Control Severance Agreement, an Executive Severance Agreement or the Vesting Program, the settlement terms of such agreement or program shall control with respect to the Performance Stock Units to the extent necessary to comply with Section 409A of the Code.

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Forfeiture

Except as provided above under the heading “Vesting Schedule,” upon the date that you cease to be a Service Provider for any reason, all unvested Performance Stock Units shall be forfeited. The date you cease to be a Service Provider for purposes of the Award will be the date described in paragraph (11) of the “Nature of Award” section below.

Tax Obligations

You acknowledge that, regardless of any action taken by the Companyor, if different, your employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Units, including, but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Performance Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Companyand/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, you agree to make arrangements satisfactory to the Company and/or the Employer to fulfill all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for Tax-Related Items by one or a combination of the following:

(1)withholding from your wages or other cash compensation paid to you by the Company and/or the Employer or any Subsidiary or Affiliate; or

(2)withholding from proceeds of the sale of the Shares acquired upon vesting/settlement of the Performance Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company(on your behalf pursuant to this authorization and without further consent); or

(3)withholding in Shares to be issued upon vesting/settlement or from the cash payment received at settlement (if any) of the Performance Stock Units.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates, including up to the maximum applicable permissible statutory rate for your tax jurisdiction(s), in which case you have no entitlement to the equivalent amount in shares and will receive a refund of any over-withheld amount in cash in

4

accordance with applicable law. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested Performance Stock Units, notwithstanding that a number of Shares are held back solely for the purpose of satisfying the withholding obligation for the Tax-Related Items.

Finally, you agree to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares (or the cash equivalent) or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items.

Code Section 409A

The vesting and settlement of Performance Stock Units awarded pursuant to this Award Agreement are intended to qualify for the “short-term deferral” exemption from or comply with Section 409A of the Code. In furtherance of this intent, the provisions of this Award Agreement shall be interpreted, operated, and administered in a manner consistent with these intentions. The Administrator reserves the right, to the extent the Administrator deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Award Agreement to ensure that the Performance Stock Units qualify for exemption from or comply with Section 409A of the Code or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A of the Code if compliance is not practical; provided, however, that the Company makes no representations that the Performance Stock Units will be exempt from, or compliant with, Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to these Performance Stock Units. Nothing in this Award Agreement shall provide a basis for any person to take any action against the Company or any of its Subsidiaries or Affiliates based on matters covered by Section 409A of the Code, including the tax treatment of this Award Agreement, and neither the Company nor any of its Subsidiaries or Affiliates will have any liability under any circumstances to you or any other party if the Performance Stock Units that is intended to be exempt from, or compliant with, Section 409A of the Code, is not so exempt or compliant or for any action taken by the Administrator with respect thereto.

Nature of Award

In accepting this Award, you acknowledge, understand and agree that:

(1)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(2)this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been granted in the past;

(3)all decisions with respect to future restricted stock unit grants, if any, will be at the sole discretion of the Company;

5

(4)you are voluntarily participating in the Plan;

(5)this Award and your participation in the Plan shall not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Affiliate, and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate your Service Provider relationship at any time;

(6)the Performance Stock Units and the Shares subject to the Performance Stock Units, and the income and value of same, are not intended to replace any pension rights or compensation;

(7)unless otherwise agreed with the Company, the Performance Stock Units and the Shares subject to the Performance Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary or Affiliate of the Company;

(8)the Performance Stock Units and the Shares subject to the Performance Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for any purpose, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(9)the future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty;

(10)no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Stock Units resulting from termination of your relationship as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are engaged as a Service Provider or the terms of your employment or service agreement, if any);

(11)for purposes of the Award, your relationship as a Service Provider will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are engaged as a Service Provider or the terms of your employment or service agreement, if any); unless otherwise expressly provided in this Award Agreement or determined by the Company, your right to vest in the Performance Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the period during which you are considered a Service Provider would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are engaged as a Service Provider or the terms of your employment or service agreement, if any); the Administrator shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be actively providing services while on a leave of absence);

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(12)unless otherwise provided in the Plan or by the Company in its discretion, the Performance Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Performance Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and

(13)neither the Company, the Employer nor any Subsidiary or Affiliateshall be liable for any foreign exchange rate fluctuation between the United States Dollar and your local currency (if different) that may affect the value of the Performance Stock Units or of any amounts due to you pursuant to the settlement of the Performance Stock Units or the subsequent sale of any Shares acquired upon settlement.

No Advice Regarding Award

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You acknowledge, understand and agree that you should to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

No Stockholder Rights Prior to Settlement

You shall have no rights of a stockholder (including the right to distributions or dividends or to vote) unless and until Shares are issued pursuant to the terms of this Award Agreement.

Compliance with Law

Notwithstanding anything to the contrary contained herein, no Shares will be issued to you upon vesting of the Performance Stock Units unless the Shares subject to the Performance Stock Units are then registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or, if such Shares are not so registered, the Company has determined that such vesting and issuance would be exempt from the registration requirements of the Securities Act. Further, no Shares will be issued until completion of any other applicable registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of any applicable governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. By accepting the Performance Stock Units, you agree not to sell any of the Shares received under this Award at a time when Applicable Laws or Company policies prohibit a sale.

Clawback Provision

The Performance Stock Units and any financial gain thereof will be subject to recoupment in accordance with the Company’s Incentive Compensation Recoupment Policy, effective as of May 2, 2017, and as may be amended from time to time, and any clawback policy that is required to be adopted pursuant to the listing standards of any national securities exchange or association on which

7

the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Laws.

Insider Trading Restrictions / Market Abuse Laws

You acknowledge that, depending on your country of residence, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares or rights to Shares (e.g., Performance Stock Units) under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country).  Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.  You acknowledge that it is your responsibility to comply with any applicable restrictions and understand you should consult your personal legal advisor on such matters.

Data Privacy

You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Award Agreement and any other Performance Stock Unit Award materials ("Data") by and among, as applicable, the Employer, the Company and any Subsidiary or Affiliate for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address, email address and telephone number, date of birth, social insurance number, passport number, or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Performance Stock Units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan.

You understand that Data will be transferred to the Company’s designated broker/third party administrator for the Plan, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that, if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of Data by contacting your local human resources representative. You authorize the Company, the Company’s broker and any other third parties which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that, if you reside outside the United States, you may, at any time, view Data, request information about the storage and processing of Data, or require

8

any necessary amendments to Data, in any case without cost, by contacting your local human resources representative. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your status as a Service Provider with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to award Performance Stock Units or other equity awards to you or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

Entire Agreement

The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of you and the Company with respect to the subject matter hereof, and may not be modified adversely to your interest except by means of a writing signed by you and the Company. Notwithstanding the foregoing, if the Award Agreement is subject to the Vesting Program, an Executive Severance Agreement or a Change in Control Severance Agreement with the Company, the terms of such applicable Vesting Program, Executive Severance Agreement, or Change in Control Severance Agreement shall also apply to this Award Agreement.

Governing Law/Venue

This Award of Performance Stock Units and this Award Agreement are governed by, and subject to, the internal substantive laws, but not the choice of law rules, of the State of Delaware, U.S.A.

For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or this Award Agreement, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the State of California, U.S.A., and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, U.S.A., or the federal courts for the United States for the Northern District of California, and no other courts, where this Award is made and/or to be performed.

Language

If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

Electronic Delivery and Participation

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by theCompany.

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Severability

The provisions of this Award Agreement (which includes the Appendix) are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Appendix

The Performance Stock Units shall be subject to any special terms and conditions for your country set forth in the Appendix. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country shall apply to you, unless the Company determines that the application of such terms and conditions is not necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Award Agreement.

Imposition of Other Requirements

The Company reserves the right to impose other requirements on your participation in the Plan, on the Performance Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

Foreign Asset/Account Reporting Requirements; Exchange Controls

You acknowledge that your country may have certain foreign asset and/or foreign account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares acquired under the Plan) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you understand and agree to consult your personal legal advisor for any details.

Waiver

You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you or any other participant in the Plan.

BY YOUR SIGNATURE AND THE SIGNATURE OF THE COMPANY’S REPRESENTATIVE BELOW OR BY YOUR ACCEPTANCE OF THIS AWARD THROUGH THE COMPANY’S ONLINE ACCEPTANCE PROCEDURE, YOU AND THE COMPANY AGREE THAT THIS AWARD IS GOVERNED BY THE TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING THE APPENDIX. YOU HAVE REVIEWED THE PLAN AND THIS AWARD AGREEMENT, INCLUDING THE APPENDIX, IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY

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TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO EXECUTING THIS AWARD AGREEMENT, AND FULLY UNDERSTAND ALL PROVISIONS OF THE PLAN AND AWARD AGREEMENT, INCLUDING THE APPENDIX. YOU HEREBY AGREE TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS RELATING TO THE PLAN AND AWARD AGREEMENT, INCLUDING THE APPENDIX. YOU FURTHER AGREE TO NOTIFY THE COMPANY UPON ANY CHANGE IN YOUR RESIDENCE ADDRESS.

SERVICE PROVIDER:	TRIMBLE INC.:
Signature	By
Print Name	Print Name
Residence Address	Title

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SCHEDULE A –

TSR PERFORMANCE GOALS

1.    Target Number of Performance Stock Units (“Target TSR Units”): [●]

The actual number of Performance Stock Units that are eligible to vest in accordance with the Vesting Schedule of the Agreement shall be based on the attainment level of the Performance Goals set forth below, in accordance with the following formula:

▪For each Scoring Window (as set forth in Section 3 below), the product of (a) the Target TSR Units, multiplied by (b) the Installment Percentage (as set forth in Section 3 below), multiplied by (c) the Earned Percentage (as set forth in Section 4 below).

2. Performance Period: __________, 20__ – __________, 20__, with three (3) different “Scoring Windows” as described below.

3.    Annual Scoring:

The Performance Stock Units are scored in three (3) Scoring Windows:

Scoring Window	Time Period	Installment Percentage
Window 1	_____, 20__ to _____, 20__	33%
Window 2	_____, 20__ to _____, 20__	33%
Window 3	_____, 20__ to _____, 20__	34%

“Installment Percentage” shall mean the percentage set forth in the table above representing the portion of the Target TSR Units that is eligible to vest during the corresponding Scoring Window specified above based on the Earned Percentage applicable to the corresponding Scoring Window.

The attainment level of Total Stockholder Return (as defined below) shall be calculated at the end of each Scoring Window, at which time the formula in Section 1 of this Schedule A above shall be applied to determine the number of Performance Stock Units that become eligible to vest for each Scoring Window. Although the Performance Stock Units may become eligible to vest at the end of each Scoring Window based on the attainment level of the Performance goals, you will not vest in the Performance Stock Units unless you continue to be a Service Provider through the last day of the Performance Period, except as otherwise provided in the Vesting Schedule section of the Agreement.

4.    Performance Goals:

For each Scoring Window, the Earned Percentage of the Performance Stock Units shall be determined by the TSR Percentile Rank based on the comparison of the Total Stockholder Return

(Employees)

of the Company against the Total Stockholder Return of all companies included in the S&P 500 at the beginning of the Scoring Window (excluding those companies that are not members of the S&P 500 or any new companies that become members of the S&P 500 as of the end of the Scoring Window).

“Total Stockholder Return” shall mean the quotient of (i) the Ending Stock Price of the applicable issuer’s shares at the end of the applicable Scoring Window minus the Beginning Stock Price of such issuer’s shares at the beginning of the Scoring Window plus assumed reinvestment as of the ex-dividend date of ordinary and extraordinary cash dividends, if any, paid by such issuer during the Scoring Window, divided by (ii) the Beginning Stock Price of such issuer’s Shares at the beginning of the Scoring Window. For each Scoring Window, TSR expressed as a formula shall be as follows:

TSR = (Ending Stock Price – BeginningStock Price + AssumedDividend Reinvestment) / Beginning Stock Price

The stock prices and cash dividend payments reflected in the calculation of Total Stockholder Return shall be adjusted to reflect stock splits during the applicable Scoring Window, and dividends shall be assumed to be reinvested in the relevant issuer’s shares for purposes of the calculation of Total Stockholder Return. Attainment among the TSR Percentile Ranking goals is subject to interpolation on a linear basis.

TSR Percentile Ranking	Earned Percentage
Maximum: 80th Percentile or higher	200%
Target: 50th Percentile or higher	100%
Threshold: 25th Percentile	50%
Below Threshold	0%

“Beginning Stock Price” shall mean the average of the closing prices of the applicable shares for the 60 trading days ending on the trading date immediately preceding the first day of the Performance Period.

“Ending Stock Price” shall mean the average of the closing price of the applicable stock for the 60 trading days up to and including the last day of the applicable Scoring Window.

13

APPENDIX TO

TRIMBLE INC.AMENDED AND RESTATED 2002 STOCK PLAN

GLOBAL PERFORMANCE STOCK UNIT AWARD AGREEMENT

TERMS AND CONDITIONS

This Appendix, which is part of the Award Agreement, includes additional or different terms and conditions that govern the Performance Stock Units and that will apply to you if you are in one of the countries listed below. Unless otherwise defined herein, capitalized terms set forth in this Appendix shall have the meanings ascribed to them in the Plan or the Award Agreement, as applicable.

If you are a citizen or resident of a country other than the one in which you are currently working and/or residing, are considered a resident of another country for local law purposes or transfers employment and/or residency between countries after the date of grant, the Company shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply to you under these circumstances.

NOTIFICATIONS

This Appendix also includes information regarding securities, exchange control and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of May 2017. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Appendix as the only source of information relating to the consequences of your participation in the Plan because such information may be outdated when you vest in this Award and/or sell any Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to your particular situation. As a result, the Company is not in a position to assure you of any particular result. You, therefore, are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your particular situation.

Finally, if you are a citizen or resident of a country other than that in which you currently are working an/or residing, are considered a resident of another country for local law purposes or transfer employment and/or residency to a different country after the date of grant, the information contained herein may not apply in the same manner to you.

14

BELGIUM

NOTIFICATIONS

Foreign Asset/Account Reporting Information. You are required to report any bank or brokerage accounts held outside of Belgium in your annual tax return. In a separate report, you are required to provide the National Bank of Belgium with certain details regarding such foreign accounts (including the account number, bank name and country in which any such account was opened). This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be, under the Kredietcentrales / Centrales des crédits caption.

CANADA

TERMS AND CONDITIONS

Settlement. The following provision replaces the “Settlement” section of the Award Agreement:

For each vested Performance Stock Units, you shall be entitled to receive a number of Shares equal to the number of Performance Stock Units vesting on such vesting date. Such payment in the form of Shares shall be made as soon as practicable, but no later than 60 days, following the date of vesting.

The discretion to settle the Performance Stock Units in cash as described in the Award Agreement and the Plan is not applicable to Performance Stock Units granted to Service Providers in Canada.

Nature of Award. The following provision replaces paragraph (11) of the “Nature of Award” section of the Award Agreement:

For purposes of the Award, your relationship as a Service Provider will be considered terminated as of the earliest of (a) the date that your relationship as a Service Provider with the Company or one of its Subsidiaries or Affiliates is terminated; (b) the date on which you receive a written notice of termination of your relationship as a Service Provider, regardless of any notice period or period of pay in lieu of such notice required under any employment law in the country where you reside (including, but not limited to, statutory law, regulatory law and/or common law), even if such law is otherwise applicable to your benefits from the Employer; and (c) the date you are no longer actively providing services to the Company or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are engaged as a Service Provider or the terms of your employment or service agreement, if any); unless otherwise expressly provided in this Award Agreement or determined by the Company, your right to vest in the Performance Stock Units under the Plan, if any, will terminate as of such date; the Administrator shall have the exclusive discretion to determine when you are no longer a Service Provider for purposes of your Award.

The following provisions apply if you are in Quebec:

15

Consent to Receive Information in English. The parties acknowledge that it is their express wish that the Award Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir expressement souhaité que la convention [“Award Agreement”], ainsi que tous les documents, avis et procédures judiciaries, éxecutés, donnés ou intentés en vertu de, ou lié, directement ou indirectement à la présente convention, soient rédigés en langue anglaise.

Data Privacy. The following provision supplements the “Data Privacy” section of the Award Agreement:

You hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of the Plan. You further authorize the Company, the Employer, any Subsidiary or Affiliate and the Company’s designated broker/third party administrator for the Plan (or such other stock plan service provider that may be selected by the Company to assist with the implementation, administration and management of the Plan) to disclose and discuss such information with their advisors. You also authorize the Company, the Employer and/or any Subsidiary or Affiliate to record such information and to keep such information in your employment file.

NOTIFICATIONS

Securities Law Information. You are permitted to sell Shares acquired through the Plan through the designated broker appointed under the Plan, if any (or any other broker acceptable to the Company), provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the Nasdaq Global Select Market.

Foreign Asset/Account Reporting Information. You are required to report any foreign specified property, including Shares and rights to receive Shares (e.g., Performance Stock Units), annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the foreign specified property exceeds CAD100,000 at any time during the year. Thus, Performance Stock Units must be reported - generally at a nil cost - if the CAD100,000 cost threshold is exceeded because of other foreign property you hold. When Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB would ordinarily equal the fair market value of the Shares at the time of acquisition, but if other Shares are also owned, this ACB may have to be averaged with the ACB of the other Shares. The Form T1135 generally must be filed by April 30 of the following year. You understand and agree you should consult your personal legal advisor to ensure compliance with applicable reporting obligations.

FINLAND

There are no country-specific terms and conditions.

FRANCE

16

TERMS AND CONDITIONS

Performance Stock Units Not Tax-Qualified. You understand that this Award is not intended to be French tax-qualified.

Consent to Receive Information in English. By accepting the grant of Performance Stock Units and the Award Agreement, which provides for the terms and conditions of your Performance Stock Units, you confirm having read and understood the documents relating to this Award, which were provided to you in English. You accept the terms of those documents accordingly.

En acceptant cette attribution gratuite d’actions et ce contrat qui contient les termes et conditions de vos actions gratuites, vous confirmez avoir lu et compris les documents relatifs à cette attribution qui vous ont été transmis en langue anglaise. Vous acceptez ainsi les conditions et termes de ces documents.

NOTIFICATIONS

Foreign Asset/Account Information. If you hold securities outside of France (including Shares acquired under the Plan) or maintain a foreign bank account, you are required to report the maintenance of such to the French tax authorities when filing your annual tax return.

NEW ZEALAND

NOTIFICATIONS

Securities Law Information. You are being offered Performance Stock Units which, if vested, will entitle you to acquire Shares in accordance with the terms of the Award Agreement and the Plan. The Shares, if issued, will give you a stake in the ownership of the Company. You may receive a return if dividends are paid.

If the Company runs into financial difficulties and is wound up, you will be paid only after all creditors and holders of preference shares (if any) have been paid. You may lose some or all of your investment, if any.

New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision. The usual rules do not apply to this offer because it is made under an employee share purchase scheme. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment. Ask questions, read all documents carefully, and seek independent financial advice before committing yourself.

The Shares are quoted on the Nasdaq Global Select Market (the “Nasdaq”). This means that if you acquire Shares under the Plan, you may be able to sell the Shares on the Nasdaq if there are interested buyers. You may get less than you invested. The price will depend on the demand for the Shares.

17

For information on risk factors impacting the Company's business that may affect the value of the Shares, you should refer to the risk factors discussion in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed with the U.S. Securities and Exchange Commission and are available online at www.sec.gov, as well as on the Company's “Investor Relations” website at http://investor.trimble.com/.

UNITED KINGDOM

TERMS AND CONDITIONS

Settlement. The following provision supplements the “Settlement” section of the Award Agreement:

For each vested Performance Stock Unit, you shall be entitled to receive a number of Shares equal to the number of Performance Stock Units vesting on such vesting date. Such payment in the form of Shares shall be made as soon as practicable, but no later than 60 days, following the date of vesting.

The discretion to settle the Performance Stock Units in cash as described in the Plan is not applicable to Performance Stock Units granted to Service Providers in the United Kingdom.

Tax Obligations. The following provision supplements the “Tax Obligations” section of the Award Agreement:

Without limitation to the “Tax Obligations” section of the Award Agreement, you understand and agree you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also agree to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold on your behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority).

Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act, the terms of the immediately foregoing provision will not apply. In the event that you are a director or executive officer and income tax is not collected from or paid by you within 90 days of the end of the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and national insurance contributions (“NICs”) may be payable. You understand that you will be responsible for reporting any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying the Company or the Employer (as applicable) for the value of any employee NICs due on this additional benefit.

Joint Election. As a condition of participation in the Plan and the vesting of the Performance Stock Units, you agree to accept any liability for secondary Class 1 NICs which may be payable by the Company and/or the Employer in connection with the Performance Stock Units and any event giving rise to Tax-Related Items (the “Employer NICs”). Without prejudice to the foregoing, you agree to execute a joint election with the Company, the form of such joint election having been approved

18

formally by Her Majesty’s Revenue and Customs (“HMRC”) (the “Joint Election”), and any other required consent or election to accomplish the transfer of Employer NICs to you. You further agree to execute such other joint elections as may be required between you and any successor to the Company or the Employer. You further agree that the Company or the Employer may collect the Employer NICs from you by any of the means set forth in the “Tax Obligations” section of the Award Agreement.

If you do not enter into a Joint Election prior to the vesting of the Performance Stock Units or any other event giving rise to Tax-Related Items or if approval of the joint election has been withdrawn by HMRC, you will not be entitled to vest in the Performance Stock Units or receive any benefit in connection with the Performance Stock Units unless and until you enter into a Joint Election, and no Shares will be issued or delivered to you under the Plan, without any liability to the Company or the Employer.

19

TRIMBLE INC.
AMENDED AND RESTATED 2002 STOCK PLAN

Important Note on the Joint Election to Transfer

Employer National Insurance Contributions

As a condition of participation in the Trimble Inc. Amended and Restated 2002 Stock Plan (the “Plan”) and the vesting of any performance stock units (“Performance Stock Units”) that may be granted to you by Trimble Inc. (the “Company”), you are required to enter into a joint election to transfer to you any liability for employer secondary Class 1 National Insurance contributions (the “Employer’s Liability”) that may arise in connection with any Performance Stock Units granted to you by the Company under the Plan (the “Joint Election”).

If you do not agree to enter into the Joint Election, any grant of Performance Stock Units will be worthless as you will not receive any benefit in connection with the Performance Stock Units.

By entering into the Joint Election:

•You agree that any Employer’s Liability that may arise in connection with or pursuant to the Performance Stock Units (and the acquisition of Shares) or other taxable events in connection with the Performance Stock Units will be transferred to you; and

•You authorise the Company and/or the Employer to recover an amount sufficient to cover this liability by any of the means set forth in the Award Agreement and/or the Joint Election.

•You acknowledges that even if you have electronically entered into the Joint Election by accepting the Award Agreement through the Company’s online acceptance procedures, the Company or the Employer may still require you to sign a paper copy of this Joint Election (or a substantially similar form) if the Company determines such is necessary to give effect to the Joint Election.

By accepting the Award Agreement through the Company’s online acceptance procedures with the Company’s designated broker/third party administrator for the Plan

(or by signing the Joint Election, if applicable),

you are agreeing to be bound by the terms of the Joint Election.

Please read the terms of the Joint Election carefully before

accepting the terms of the Award Agreement and the Joint Election.

Please keep a copy of the Joint Election for your records.

1

TRIMBLE INC.
AMENDED AND RESTATED 2002 STOCK PLAN

Election To Transfer the Employer’s National Insurance Liability to the Employee

This Election is between:

A. The individual who has obtained authorised access to this Joint Election (the “Employee”), who is employed by one of the employing companies listed in the attached schedule (the “Employer”) and who is eligible to receive performance stock units pursuant to the Trimble Inc. Amended and Restated 2002 Stock Plan (the “Plan”), and

B. Trimble Inc., at 935 Stewart Drive, Sunnyvale, California 94085, U.S.A. (the “Company”), which may grant performance stock units under the Plan and is entering into this Joint Election on behalf of the Employer.

1.Introduction

1.1 This Joint Election relates to any performance stock units granted to the Employee under the Plan on or after March 15, 2017 up to the termination date of the Plan.

1.2 In this Joint Election the following words and phrases have the following meanings:

(a) “Chargeable Event” means, in relation to the Plan:

(i) the acquisition of securities pursuant to performance stock units (within section 477(3)(a) of ITEPA);

(ii) the assignment (if applicable) or release of performance stock units in return for consideration (within section 477(3)(b) of ITEPA);

(iii) the receipt of a benefit in connection with the performance stock units, other than a benefit within (i) or (ii) above (within section 477(3)(c) of ITEPA);

(iv) post-acquisition charges relating to the performance stock units and/or shares acquired pursuant to the performance stock units (within section 427 of ITEPA); and/or

(v) post-acquisition charges relating to the performance stock units and/or shares acquired pursuant to the performance stock units (within section 439 of ITEPA).

(b)“ITEPA” means the Income Tax (Earnings and Pensions) Act 2003.

(c)“SSCBA” means the Social Security Contributions and Benefits Act 1992.

1.3 This Joint Election relates to employer’s secondary Class 1 National Insurance contributions (the “Employer’s Liability”) which may arise on the occurrence of a Chargeable Event in respect of the performance stock units pursuant to section 4(4)(a) and/or paragraph 3B(1A) of Schedule 1 of the SSCBA.

2

1.4 This Election does not apply in relation to any liability, or any part of any liability, arising as a result of regulations being given retrospective effect by virtue of section 4B(2) of either the SSCBA, or the Social Security Contributions and Benefits (Northern Ireland) Act 1992.

1.5 This Election does not apply to the extent that it relates to relevant employment income which is employment income of the earner by virtue of Chapter 3A of Part VII of ITEPA (employment income: securities with artificially depressed market value).

2.The Election

The Employee and the Company jointly elect that the entire liability of the Employer to pay the Employer’s Liability on the Chargeable Event is hereby transferred to the Employee. The Employee understands that by signing the Joint Election or by accepting the Performance Stock Unit Award Agreement through the Company’s online acceptance procedures with the Company’s designated broker/third party administrator for the Plan, he or she will become personally liable for the Employer’s Liability covered by this Joint Election. This Joint Election is made in accordance with paragraph 3B(1) of Schedule 1 to SSCBA.

3.Payment of the Employer’s Liability

3.1 The Employee hereby authorises the Company and/or the Employer to collect the Employer’s Liability from the Employee at any time after the Chargeable Event:

(i) by deduction from salary or any other payment payable to the Employee at any time on or after the date of the Chargeable Event; and/or

(ii) directly from the Employee by payment in cash or cleared funds; and/or

(iii) by arranging, on behalf of the Employee, for the sale of some of the securities which the Employee is entitled to receive pursuant to the performance stock units; and/or

(iv) through any other method as set forth in the applicable Performance Stock Unit Award Agreement entered into between the Employee and the Company.

3.2 The Company hereby reserves for itself and the Employer the right to withhold the transfer of any securities to the Employee in respect of the performance stock units until full payment of the Employer’s Liability is received.

3.3 The Company agrees to remit the Employer’s Liability to Her Majesty’s Revenue & Customs (“HMRC”) on behalf of the Employee within 14 days after the end of the UK tax month during which the Chargeable Event occurs (or within 17 days if payments are made electronically).

4.Duration of Election

4.1 The Employee and the Company agree to be bound by the terms of this Joint Election regardless of whether the Employee is transferred abroad or is not employed by the Employer on the date on which the Employer’s Liability becomes due.

3

4.2 This Election will continue in effect until the earliest of the following:

(i) the Employee and the Company agree in writing that it should cease to have effect;

(ii) on the date the Company serves written notice on the Employee terminating its effect;

(iii) on the date HMRC withdraws approval of this Joint Election; or

(iv) after due payment of the Employer’s Liability in respect of the Plan to which this Joint Election relates or could relate, such that the Election ceases to have effect in accordance with its terms.

Acceptance by the Employee

The Employee acknowledges that by signing the Joint Election below or by accepting the Performance Stock Unit Award Agreement through the Company’s online acceptance procedures with the Company’s designated broker/third party administrator for the Plan, the Employee agrees to be bound by the terms of this Joint Election.

_____________________________

Signature

_____________________________

Employee Name

_____________________________

Date

Acceptance by the Company

The Company acknowledges that, by arranging for the scanned signature of an authorised representative to appear on this Joint Election, the Company agrees to be bound by the terms of this Joint Election.

Signed for and on behalf of the Company    

____________________________

James A. Kirkland

General Counsel

4

SCHEDULE OF EMPLOYER COMPANIES

The following are employer companies to which this Joint Election may apply:

ALK Technologies Limited

Registered Office:	Baird House 15-17 St Cross Street London, EC1N 8UW
Company Registration Number:	4,735,063
Corporation Tax District:
Corporation Tax Reference:	204 52184 23681
PAYE Reference:	073/JZ45398

Amtech Group Limited

Registered Office:	Bank House 171 Midsummer Boulevard Milton Keynes, MK9 1EB
Company Registration Number:	5801504
Corporation Tax District:
Corporation Tax Reference:	[insert]
PAYE Reference:	362/YZ90419

Trimble Solutions Limited

Registered Office:	Trimble Solutions Limited Cliffe Park Way Morely, Leeds, West Yorkshire LS27 0RY
Company Registration Number:	3753064
Corporation Tax District:
Corporation Tax Reference:	36670 28216
PAYE Reference:	567/D6523

Trimble UK Limited

5

Registered Office:	1 Bath Street Ipswich, Suffolk 1P2 8SD
Company Registration Number:	4069823
Corporation Tax District:
Corporation Tax Reference:	346 14947 14009
PAYE Reference:	245 / VA37745

Trimble MRM Limited

Registered Office:	1 Bath Street Ispswich IP2 8SD
Company Registration Number:	4,069,823
Corporation Tax District:
Corporation Tax Reference:	452 14947 14009
PAYE Reference:	245 / VZ37745

UNITED STATES

There are no country-specific terms and conditions.

6

EX-10.6

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven W. Berglund, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Trimble Navigation Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 7, 2017	/s/ Steven W. Berglund
		Steven W. Berglund
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert G. Painter, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Trimble Navigation Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 7, 2017	/s/ Robert G. Painter
		Robert G. Painter
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Trimble Navigation Limited (the “Company”) for the period ended June 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Steven W. Berglund, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Steven W. Berglund

Steven W. Berglund

Chief Executive Officer

August 7, 2017

EX-32.2

Exhibit 32.2

CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Trimble Navigation Limited (the “Company”) for the period ended June 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Robert G. Painter, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Robert G. Painter

Robert G. Painter

Chief Financial Officer

August 7, 2017

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 04, 2017
Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Trading Symbol	TRMB
Entity Registrant Name	TRIMBLE INC.
Entity Central Index Key	0000864749
Current Fiscal Year End Date	--12-29
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		253,150,381

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2017	Dec. 30, 2016
Current assets:
Cash and cash equivalents	$ 384.9	$ 216.1
Short-term investments	101.2	111.1
Accounts receivable, net	395.3	354.8
Other receivables	26.5	35.4
Inventories	223.3	218.8
Other current assets	51.9	42.5
Total current assets	1,183.1	978.7
Property and equipment, net	145.6	144.2
Goodwill	2,183.7	2,077.6
Other purchased intangible assets, net	363.5	333.3
Other non-current assets	162.4	140.0
Total assets	4,038.3	3,673.8
Current liabilities:
Short-term debt	147.3	130.3
Accounts payable	136.9	109.8
Accrued compensation and benefits	117.0	97.5
Deferred revenue	301.7	246.5
Accrued warranty expense	17.5	17.2
Other current liabilities	106.4	86.9
Total current liabilities	826.8	688.2
Long-term debt	465.0	489.6
Non-current deferred revenue	39.3	37.7
Deferred income tax liabilities	41.7	38.8
Other non-current liabilities	147.8	113.8
Total liabilities	1,520.6	1,368.1
Commitments and contingencies (Note 13)
Stockholders' equity:
Preferred stock, $0.001 par value; 3.0 shares authorized; none issued and outstanding	0.0	0.0
Common stock, $0.001 par value; 360.0 shares authorized; 253.1 and 251.3 shares issued and outstanding as of the end of the second quarter of fiscal 2017 and fiscal year end 2016, respectively	0.3	0.3
Additional paid-in-capital	1,425.7	1,348.3
Retained earnings	1,251.8	1,177.1
Accumulated other comprehensive loss	(160.0)	(219.9)
Total Trimble Inc. stockholders' equity	2,517.8	2,305.8
Noncontrolling interests	(0.1)	(0.1)
Total stockholders' equity	2,517.7	2,305.7
Total liabilities and stockholders' equity	$ 4,038.3	$ 3,673.8

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Millions	Jun. 30, 2017	Dec. 30, 2016
Preferred Stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	3.0	3.0
Preferred Stock, Shares Issued	0.0	0.0
Preferred stock, shares outstanding	0.0	0.0
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares authorized	360.0	360.0
Common stock, shares issued	253.1	251.3
Common stock, shares outstanding	253.1	251.3

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Condensed Consolidated Statements Of Income - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jul. 01, 2016	Jun. 30, 2017	Jul. 01, 2016
Revenue:
Product	$ 445.6	$ 407.0	$ 851.0	$ 800.6
Service	110.0	109.7	216.8	211.3
Subscription	106.3	92.9	208.0	180.7
Total revenue	661.9	609.6	1,275.8	1,192.6
Cost of sales:
Product	219.8	199.4	414.2	389.4
Service	47.7	44.0	94.8	85.6
Subscription	27.4	26.6	54.2	53.3
Amortization of purchased intangible assets	20.5	24.0	39.5	48.1
Total cost of sales	315.4	294.0	602.7	576.4
Gross margin	346.5	315.6	673.1	616.2
Operating expense:
Research and development	90.8	92.0	179.5	179.7
Sales and marketing	100.4	97.4	195.2	194.1
General and administrative	75.1	65.6	144.4	133.9
Restructuring charges	2.3	4.5	5.2	6.3
Amortization of purchased intangible assets	15.3	15.6	29.6	31.8
Total operating expense	283.9	275.1	553.9	545.8
Operating income	62.6	40.5	119.2	70.4
Non-operating income (expense), net:
Interest expense, net	(6.0)	(6.6)	(12.1)	(13.2)
Foreign currency transaction gain (loss), net	0.0	(1.5)	1.4	(1.6)
Income from equity method investments, net	9.9	5.8	14.1	8.7
Other income, net	1.1	0.1	10.6	3.4
Total non-operating income (expense), net	5.0	(2.2)	14.0	(2.7)
Income before taxes	67.6	38.3	133.2	67.7
Income tax provision	17.7	2.7	32.8	12.4
Net income	49.9	35.6	100.4	55.3
Less: Net loss attributable to noncontrolling interests	0.0	(0.1)	0.0	(0.2)
Net income attributable to Trimble Inc.	$ 49.9	$ 35.7	$ 100.4	$ 55.5
Basic earnings per share	$ 0.20	$ 0.14	$ 0.40	$ 0.22
Shares used in calculating basic earnings per share	253.0	250.5	252.5	250.8
Diluted earnings per share	$ 0.19	$ 0.14	$ 0.39	$ 0.22
Shares used in calculating diluted earnings per share	257.1	253.7	256.5	253.9

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Condensed Consolidated Statements Of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jul. 01, 2016	Jun. 30, 2017	Jul. 01, 2016
Net Income	$ 49.9	$ 35.6	$ 100.4	$ 55.3
Foreign currency translation adjustments, net of tax	34.9	(21.1)	60.2	7.1
Net unrealized loss on short-term investments	0.0	0.0	(0.1)	0.0
Net unrealized actuarial gain (loss), net of tax	(0.1)	0.1	(0.2)	0.0
Comprehensive income	84.7	14.6	160.3	62.4
Less: Comprehensive loss attributable to noncontrolling interests	0.0	(0.1)	0.0	(0.2)
Comprehensive income attributable to Trimble Inc.	$ 84.7	$ 14.7	$ 160.3	$ 62.6

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Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2017	Jul. 01, 2016
Cash flow from operating activities:
Net Income	$ 100.4	$ 55.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	17.7	18.8
Amortization expense	69.1	79.9
Provision for doubtful accounts	0.9	2.4
Deferred income taxes	(0.2)	0.5
Stock-based compensation	28.9	26.7
Income from equity method investments	(14.1)	(8.7)
Divestiture gain, net	(8.0)	(2.7)
Provision for excess and obsolete inventories	1.6	8.8
Other non-cash items	(1.6)	3.0
Decrease (increase) in assets:
Accounts receivable	(31.0)	(18.2)
Other receivables	2.8	(1.5)
Inventories	(1.8)	11.2
Other current and non-current assets	(14.0)	(7.8)
Increase (decrease) in liabilities:
Accounts payable	22.0	6.4
Accrued compensation and benefits	14.1	2.2
Deferred revenue	49.4	53.8
Accrued warranty	0.1	(0.7)
Other liabilities	12.4	(33.8)
Net cash provided by operating activities	248.7	195.6
Cash flow from investing activities:
Acquisitions of businesses, net of cash acquired	(129.8)	(20.0)
Acquisitions of property and equipment	(15.6)	(12.2)
Purchases of equity method investments	0.0	(1.5)
Purchases of short-term investments	(137.6)	0.0
Proceeds from maturities of short-term investments	56.8	0.0
Proceeds from sales of short-term investments	90.6	0.0
Net proceeds from sales of businesses	20.1	10.7
Dividends received from equity method investments	5.0	10.7
Other	0.2	(0.3)
Net cash used in investing activities	(110.3)	(12.6)
Cash flow from financing activities:
Issuance of common stock, net of tax withholdings	49.8	25.0
Repurchases and retirement of common stock	(20.4)	(88.3)
Proceeds from debt and revolving credit lines	340.0	202.0
Payments on debt and revolving credit lines	(350.1)	(207.0)
Net cash provided by (used in) financing activities	19.3	(68.3)
Effect of exchange rate changes on cash and cash equivalents	11.1	1.2
Net increase in cash and cash equivalents	168.8	115.9
Cash and cash equivalents - beginning of period	216.1	116.0
Cash and cash equivalents - end of period	$ 384.9	$ 231.9

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OVERVIEW AND BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

OVERVIEW AND BASIS OF PRESENTATION

OVERVIEW AND BASIS OF PRESENTATION

The Company began operations in 1978 and was originally incorporated in California as Trimble Navigation Limited in 1981. On October 1, 2016, Trimble Navigation Limited changed its name to Trimble Inc. ("Trimble" or the "Company") and changed its state of incorporation from the State of California to the State of Delaware. Other than the change in corporate domicile, the reincorporation did not result in any change in the business, physical location, management, assets, liabilities or total stockholders' equity of the Company, nor did it result in any change in location of the Company's employees, including the Company's management.

Trimble is a provider of technology solutions that enable professionals and field mobile workers to improve or transform their work processes. Trimble's solutions are used across a range of industries including agriculture, architecture, civil engineering, survey and land administration, construction, geospatial, government, natural resources, transportation and utilities. Representative Trimble customers include engineering and construction firms, surveying companies, farmers and agricultural companies, enterprise firms with large-scale fleets, energy, mining and utility companies, and state, federal and municipal governments.

Trimble focuses on integrating broad technological and application capabilities to create system-level solutions that transform how work is done within the industries the Company serves. Products are sold based on return on investment and provide benefits such as lower operational costs, higher productivity, improved quality, enhanced safety and regulatory compliance, and reduced environmental impact. Representative products include equipment that automates large industrial equipment such as tractors and bulldozers; integrated systems that track fleets of vehicles and workers and provide real-time information and powerful analytics to the back-office; data collection systems that enable the management of large amounts of geo-referenced information; software solutions that connect all aspects of a construction site or a farm; and building information modeling ("BIM") software that is used throughout the design, build, and operation of buildings.

Basis of Presentation

The Company has a 52-53 week fiscal year, ending on the Friday nearest to December 31, which for fiscal 2016 was December 30, 2016. The second quarter of fiscal 2017 and 2016 ended on June 30, 2017 and July 1, 2016, respectively. Both fiscal 2017 and 2016 are 52-week years. Unless otherwise stated, all dates refer to the Company’s fiscal year and fiscal periods.

The Condensed Consolidated Financial Statements include the results of the Company and its consolidated subsidiaries. Inter-company accounts and transactions have been eliminated. Noncontrolling interests represent the noncontrolling stockholders’ proportionate share of the net assets and results of operations of the Company’s consolidated subsidiaries.

Certain immaterial amounts from prior periods have been reclassified to conform to the current period presentation, including certain line items within the Consolidated Statement of Cash Flows, due to the adoption of accounting for certain aspects of the share-based payments awards, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements.

Reportable Segments

In March 2017, the Company effected a change in the reporting of its segment financial results to better reflect the Company's customer base and end markets. Beginning with the first quarter of fiscal 2017, the Company is reporting its financial performance, including revenues and operating income, based on four new reportable segments: Buildings and Infrastructure, Geospatial, Resources and Utilities, and Transportation. Comparative period financial information by reportable segment has been recast to conform with the current presentation. See Note 6 of the Notes to Condensed Consolidated Financial Statements for further information.

Unaudited Interim Financial Information

The accompanying financial data as of the end of the second quarter of fiscal 2017 and for the second quarter and the first two quarters of fiscal 2017 and 2016 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements, prepared in accordance with U.S. generally accepted accounting principles, have been condensed or omitted pursuant to such rules and regulations. The Condensed Consolidated Balance Sheet as of fiscal year end 2016 is derived from the audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for fiscal year 2016. The following discussion should be read in conjunction with the Company’s 2016 Annual Report on Form 10-K.

In the opinion of management, all adjustments necessary have been made to present a fair statement of financial positions and results for the interim periods presented. The results of operations for the second quarter and the first two quarters of fiscal 2017 are not necessarily indicative of the operating results for the full fiscal year or any future periods. Individual segment revenue may be affected by seasonal buying patterns and general economic conditions.

Use of Estimates

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in its Condensed Consolidated Financial Statements and accompanying notes. Estimates are used for allowances for doubtful accounts, sales returns reserve, allowances for inventory valuation, warranty costs, investments, goodwill impairment, intangibles impairment, purchased intangibles, stock-based compensation, and income taxes among others. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact the Company in the future, actual results may be different from the estimates.

The Company has presented revenue and cost of sales separately for products, service and subscriptions. Product revenue includes hardware, software licenses, parts and accessories; service revenue includes maintenance and support for hardware and software products, training and professional services; subscription revenue includes software as a service ("SaaS").

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UPDATES TO SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

UPDATES TO SIGNIFICANT ACCOUNTING POLICIES

UPDATES TO SIGNIFICANT ACCOUNTING POLICIES

There have been no material changes to the Company’s significant accounting polices during the first two quarters of fiscal 2017 from those disclosed in the Company’s most recent Form 10-K.

Recent Accounting Pronouncements

In May 2014, the FASB issued a comprehensive new revenue recognition standard that replaces the current revenue recognition guidance under U.S. GAAP. The new standard requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company expects to adopt this accounting standard update in the first quarter of fiscal 2018. The Company is currently in the process of assessing the adoption methodology, which allows the standard to be applied either retrospectively to each prior period presented or with the cumulative effect recognized as of the date of initial application. The Company's final determination will depend on a number of factors, such as the significance of the impact of the new standard on our financial results, system readiness, and its ability to accumulate and analyze the information necessary to assess the impact on prior period financial statements, as necessary. The Company does not anticipate that its internal control framework will materially change, but rather existing internal controls will be modified and augmented as necessary to implement the new revenue standard. The new standard may impact, in some cases, the timing and amount of revenue recognized. Additionally, direct costs to obtain and fulfill customer contracts, in some cases, may be deferred and amortized under the new standard. The Company has completed an initial assessment of the revenue streams and related direct costs and is currently evaluating the qualitative and quantitative impacts on the financial statements and related disclosures.

In January 2016, the FASB issued final guidance that will require entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicability exception. The amendments are effective for the Company beginning in fiscal 2018, although early adoption is permitted and should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, with certain exceptions. The Company is currently evaluating the effect of the updated standard on its consolidated financial statements and related disclosures.

In February 2016, the FASB issued new guidance that requires a lessee to recognize assets and liabilities arising from leases on the balance sheet. Current GAAP does not require lease assets and liabilities to be recognized for most leases. Additionally, companies are permitted to make an accounting policy election to not recognize lease assets and liabilities for leases with a term of 12 months or less. For both finance leases and operating leases, the lease liability should be initially measured at the present value of the lease payments. This new guidance is effective for the Company beginning in fiscal 2019, although early adoption is permitted. The Company is currently evaluating the effect of this guidance on its consolidated financial statements and related disclosures.

In June 2016, the FASB issued new guidance that requires credit losses on financial assets measured at amortized cost basis to be presented based on the net amount expected to be collected, not based on incurred losses. Further, credit losses on available-for-sale debt securities should be recorded through an allowance for credit losses limited to the amount by which fair value is below amortized cost. The new standard is effective for the Company beginning in fiscal 2020. Early adoption for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 is permitted. The Company is currently evaluating the effect of the updated standard on its consolidated financial statements and related disclosures.

In August 2016, the FASB issued new guidance related to the statement of cash flows. This guidance amended the existing accounting standards for the statement of cash flows and provided guidance on certain classification issues related to the statement of cash flows. The new standard is effective for the Company beginning in fiscal 2018 and early adoption is permitted. The amendments should be applied retrospectively to all periods presented. For issues that are impracticable to apply retrospectively, the amendments may be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact of these amendments on its statement of cash flows, which will likely include a reclassification of contingent consideration payments for business combinations from cash flows from investing activities, to both cash flows from operating and financing activities.

In October 2016, the FASB issued new guidance related to income taxes. This standard requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. The guidance will be effective for the Company in its first quarter of fiscal 2018. The Company is currently evaluating the effect of the updated standard on its consolidated financial statements and related disclosures.

In January 2017, the FASB issued new guidance that simplifies the accounting for goodwill impairment by requiring impairment charges to be based on the first step in current GAAP's two-step impairment test. The impairment test is performed by comparing the fair value of a reporting unit with its carrying amount and an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new standard is to be applied on a prospective basis and is effective for the Company beginning in fiscal 2020 and early adoption is permitted. The Company is currently evaluating the effect of the updated standard on its consolidated financial statements and related disclosures.

In February 2017, the FASB issued new guidance clarifying the scope and application of existing guidance related to the sale or transfer of non-financial assets to non-customers, including partial sales. The amendments are effective at the same time as the new revenue recognition guidance, which the Company expects to adopt in the first quarter of fiscal 2018. The Company is currently evaluating the effect of the updated standard on its consolidated financial statements and related disclosures.

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SHAREHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

SHAREHOLDERS' EQUITY

STOCKHOLDERS’ EQUITY

Stock Repurchase Activities

In August 2015, the Company’s Board of Directors approved a stock repurchase program (2015 Stock Repurchase Program), authorizing the Company to repurchase up to $400.0 million of Trimble’s common stock.

Under the share repurchase program, the Company may repurchase shares from time to time in open market transactions, privately negotiated transactions, accelerated share buyback programs, tender offers, or by other means. The timing and amount of repurchase transactions will be determined by the Company’s management based on its evaluation of market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time without prior notice.

During the first two quarters of fiscal 2017, the Company repurchased approximately 0.8 million shares of common stock in open market purchases, at an average price of $32.34 per share, for a total of $27.4 million under the 2015 Stock Repurchase Program.

Stock repurchases are reflected as a decrease to common stock based on par value and additional-paid-capital based on the average book value per share for all outstanding shares calculated at the time of each individual repurchase transaction. The excess of the purchase price over this average for each repurchase is charged to retained earnings. As a result of the 2017 repurchases, retained earnings was reduced by $22.7 million in the first two quarters of fiscal 2017. Common stock repurchases under the program were recorded based upon the trade date for accounting purposes. At the end of the first two quarters of fiscal 2017, the 2015 Stock Repurchase Program had remaining authorized funds of $103.0 million.

Stock-Based Compensation Expense

Stock compensation expense is recognized based on the fair value of the portion of share-based payment awards that is expected to vest during the period and is net of estimated forfeitures.

The following table summarizes stock-based compensation expense for the second quarter and first two quarters of fiscal 2017 and 2016.

	Second Quarter of				First Two Quarters of
	2017		2016		2017		2016
(In millions)
Cost of sales	$	0.9	$	0.9	$	1.7	$	1.9
Research and development	2.6		2.4		5.0		4.7
Sales and marketing	2.4		2.2		4.6		4.2
General and administrative	9.3		7.5		17.6		15.9
Total operating expense	14.3		12.1		27.2		24.8
Total stock-based compensation expense	$	15.2	$	13.0	$	28.9	$	26.7

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BUSINESS COMBINATIONS

6 Months Ended

Jun. 30, 2017

Business Combinations [Abstract]

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS

During the first two quarters of fiscal 2017, the Company acquired seven businesses, with total cash consideration of $158.0 million. The Condensed Consolidated Statements of Income include the operating results of the businesses from the dates of acquisition. The acquisitions were not significant individually or in the aggregate. The largest acquisition was a manufacturer of vision-based automatic wayside inspection systems for the railroad industry. In the aggregate, the businesses acquired during the first two quarters of fiscal 2017 contributed less than one percent to the Company's total revenue during the first two quarters of fiscal 2017. In the beginning of the third quarter of fiscal 2017, the Company acquired privately-held Müller-Elektronik, a German company specializing in implement control and precision farming solutions. The acquisition was purchased with a portion of the Company's existing foreign cash.

The Company determined the total consideration paid for each of its acquisitions as well as the fair value of the assets acquired and liabilities assumed as of the date of acquisition. For certain acquisitions completed in the last two quarters of fiscal 2016 and the first two quarters of fiscal 2017, the fair value of the assets acquired and liabilities assumed are preliminary and may be adjusted as the Company obtains additional information, primarily related to adjustments for the true up of acquired net working capital in accordance with certain purchase agreements, and estimated values of certain net tangible assets and liabilities including tax balances, pending the completion of final studies and analyses. If there are adjustments made for these items, the fair value of intangible assets and goodwill could be impacted. Thus, the provisional measurements of fair value are subject to change. Such changes could be significant. The Company expects to finalize the valuation of the net tangible and intangible assets as soon as practicable, but not later than one-year from the acquisition date.

The fair value of identifiable assets acquired and liabilities assumed were determined under the acquisition method of accounting for business combinations. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The fair value of intangible assets acquired is generally determined based on a discounted cash flow analysis. Acquisition costs directly related to the acquisitions, including the changes in the fair value of the contingent consideration liabilities, of $4.3 million and $6.4 million for the second quarter and the first two quarters of fiscal 2017, respectively, and $0.9 million and $2.5 million for the second quarter and the first two quarters of fiscal 2016, respectively, were expensed as incurred and were included in General and administrative expense in the Condensed Consolidated Statements of Income.

The following table summarizes the Company’s business combinations completed during the first two quarters of fiscal 2017:

	First Two Quarters of
	2017
(In millions)
Fair value of total purchase consideration	$	158.0
Less fair value of net assets acquired:
Net tangible assets acquired	7.0
Identifiable intangible assets	91.5
Deferred income taxes	(5.9		)
Goodwill	$	65.4

Intangible Assets

The following table presents details of the Company’s total intangible assets:

As of	Second Quarter of Fiscal 2017							Fiscal Year End 2016
	Gross							Gross
	Carrying		Accumulated			Net Carrying		Carrying		Accumulated			Net Carrying
(In millions)	Amount		Amortization			Amount		Amount		Amortization			Amount
Developed product technology	$	853.5	$	(672.9	)	$	180.6	$	794.8	$	(620.6	)	$	174.2
Trade names and trademarks	54.7		(45.7		)	9.0		50.9		(42.9		)	8.0
Customer relationships	487.4		(321.9		)	165.5		438.7		(294.1		)	144.6
Distribution rights and other intellectual properties	67.2		(58.8		)	8.4		64.3		(57.8		)	6.5
	$	1,462.8	$	(1,099.3	)	$	363.5	$	1,348.7	$	(1,015.4	)	$	333.3

The estimated future amortization expense of purchased intangible assets as of the end of the second quarter of fiscal 2017 was as follows:

(In millions)
2017 (Remaining)	$	72.6
2018	117.8
2019	77.1
2020	48.7
2021	27.0
Thereafter	20.3
Total	$	363.5

Goodwill

In March 2017, the information used to allocate resources and assess performance that is provided to the Company's chief operating decision maker, its Chief Executive Officer, changed to better reflect the Company's customer base and end markets. The new reporting structure consists of four operating segments, each representing a single reporting unit: Buildings and Infrastructure, Geospatial, Resources and Utilities, and Transportation. Goodwill was reassigned to the new reporting units using the relative fair values and, as a result of this reassignment, an impairment assessment was performed immediately before and after the reorganization of the Company’s reporting structure. There was no goodwill impairment resulting from this assessment in the first quarter of fiscal 2017.

The changes in the carrying amount of goodwill by segment for the first two quarters of fiscal 2017 were as follows:

	Buildings and Infrastructure			Geospatial			Resources and Utilities		Transportation		Total
(In millions)
Balance as of fiscal year end 2016	$	663.7		$	405.1		$	217.7	$	791.1	$	2,077.6
Additions due to acquisitions				—			31.9		33.5		65.4
Purchase price adjustments- prior years' acquisitions	(0.1		)	—			—		—		(0.1		)
Foreign currency translation adjustments	27.2			10.8			5.1		4.6		47.7
Divestiture (1)	—			(6.9		)	—		—		(6.9		)
Balance as of the end of the second quarter of fiscal 2017	$	690.8		$	409.0		$	254.7	$	829.2	$	2,183.7

(1) In the first quarter of 2017, the Company sold its ThingMagic business, which was part of the Geospatial segment.

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INVENTORIES

6 Months Ended

Jun. 30, 2017

Inventory, Net [Abstract]

INVENTORIES

INVENTORIES

Inventories consisted of the following:

	Second Quarter of		Fiscal Year End
As of	2017		2016
(In millions)
Raw materials	$	72.5	$	77.9
Work-in-process	9.6		6.8
Finished goods	141.2		134.1
Total inventories	$	223.3	$	218.8

Finished goods includes $17.4 million and $14.4 million at the end of the second quarter of fiscal 2017 and fiscal year end 2016 for costs of sales that have been deferred in connection with deferred revenue arrangements.

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SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2017

Text Block [Abstract]

SEGMENT INFORMATION

SEGMENT INFORMATION

Operating segments are defined as components of an enterprise that engage in business activities for which separate financial information is available and evaluated by the Company's Chief Executive Officer (our chief operating decision maker or "CODM") in deciding how to allocate resources and assess performance. The CODM evaluates each segment’s performance and allocates resources based on segment operating income before income taxes and corporate allocations. The Company and each of its segments employ consistent accounting policies. In each of its segments, the Company sells many individual products. For this reason it is impracticable to segregate and identify revenue for each of the individual products or group of products. Stock-based compensation is shown in the aggregate within unallocated corporate expense and is not reflected in the segment results, which is consistent with the way the CODM evaluates each segment's performance and allocates resources.

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

The Company’s 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, government, and land management.

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

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

The following tables present revenue, operating income, depreciation expense and identifiable assets for the four reportable segments. Operating income is revenue less cost of sales and operating expense, excluding unallocated corporate expenses, restructuring charges, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition and divestiture items, and executive transition costs. The identifiable assets that the CODM views by segment are accounts receivable, inventories and goodwill.

	Reporting Segments
	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
Second Quarter of Fiscal 2017
Revenue	$	222.7	$	165.3	$	111.0	$	162.9	$	661.9
Operating income	50.4		30.2		34.8		26.2		141.6
Depreciation expense	1.5		1.5		0.6		1.4		5.0
Second Quarter of Fiscal 2016
Revenue	$	202.8	$	163.9	$	99.0	$	143.9	$	609.6
Operating income	38.9		28.5		29.9		20.4		117.7
Depreciation expense	1.9		1.9		0.5		1.3		5.6
First Two Quarters of Fiscal 2017
Segment revenue	$	410.8	$	315.1	$	230.9	$	319.0	$	1,275.8
Operating income	83.1		58.1		77.0		51.0		269.2
Depreciation expense	3.3		2.8		1.2		2.8		10.1
First Two Quarters of Fiscal 2016
Segment revenue	$	376.5	$	316.1	$	212.8	$	287.2	$	1,192.6
Operating income	61.3		54.6		64.8		44.2		224.9
Depreciation expense	3.7		3.5		1.0		2.6		10.8
As of the Second Quarter of Fiscal 2017
Accounts receivable, net	$	127.4	$	118.7	$	64.7	$	84.5	$	395.3
Inventories	50.3		100.9		30.7		41.4		223.3
Goodwill	690.8		409.0		254.7		829.2		2,183.7
As of Fiscal Year End 2016
Accounts receivable, net	$	104.7	$	108.3	$	65.5	$	76.3	$	354.8
Inventories	51.3		100.4		31.0		36.1		218.8
Goodwill	663.7		405.1		217.7		791.1		2,077.6

A reconciliation of the Company’s consolidated segment operating income to consolidated income before income taxes is as follows:

	Second Quarter of						First Two Quarters of
	2017			2016			2017			2016
(In millions)
Consolidated segment operating income	$	141.6		$	117.7		$	269.2		$	224.9
Unallocated corporate expense	(20.4		)	(18.7		)	(38.8		)	(37.4		)
Restructuring charges	(2.8		)	(4.9		)	(6.2		)	(7.0		)
Amortization of purchased intangible assets	(35.8		)	(39.6		)	(69.1		)	(79.9		)
Stock-based compensation	(15.2		)	(13.0		)	(28.9		)	(26.7		)
Amortization of acquisition-related inventory step-up	(0.5		)	—			(0.6		)	—
Acquisition and divestiture items	(4.3		)	(0.9		)	(6.4		)	(2.5		)
Executive transition costs	—			(0.1		)	—			(1.0		)
Consolidated operating income	62.6			40.5			119.2			70.4
Non-operating income (expense), net:	5.0			(2.2		)	14.0			(2.7		)
Consolidated income before taxes	$	67.6		$	38.3		$	133.2		$	67.7

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DEBT

6 Months Ended

Jun. 30, 2017

Text Block [Abstract]

DEBT, COMMITMENTS AND CONTINGENCIES

DEBT

Debt consisted of the following:

	Second Quarter of			Fiscal Year End
As of	2017			2016
(In millions)
Notes:
Principal amount	$	400.0		$	400.0
Unamortized discount on Notes	(2.3		)	(2.5		)
Debt issuance costs	(2.3		)	(2.4		)
Credit Facilities:
2014 Credit Facility	69.0			94.0
Uncommitted facilities	147.0			130.0
Promissory notes and other debt	0.9			0.8
Total debt	612.3			619.9
Less: Short-term debt	147.3			130.3
Long-term debt	$	465.0		$	489.6

Notes

In November 2014, the Company issued $400.0 million of Senior Notes (the "Notes") in a public offering registered with the Securities and Exchange Commission. The Notes mature on December 1, 2024 and accrue interest at a rate of 4.75% per annum, payable semiannually in arrears in cash on December 1 and June 1 of each year. The Notes are classified as long-term in the Condensed Consolidated Balance Sheet and are presented net of unamortized discount and debt issuance costs. The discount and debt issuance costs are being amortized to interest expense using the effective interest rate method over the term of the Notes.

In connection with the Notes offering, Trimble entered into an Indenture with U.S. Bank National Association, as trustee. Trimble may redeem the Notes at its option at any time, in accordance with the terms and conditions set forth in the Indenture. The Indenture contains no financial covenants. Further details regarding the terms of the Notes, including the redemption rights, and the Indenture, are provided in the Company’s fiscal 2016 Annual Report on Form 10-K.

Credit Facilities

2014 Credit Facility

In November 2014, the Company entered into a five-year credit agreement with a group of lenders, which provides for an unsecured revolving loan facility of $1.0 billion (the "2014 Credit Facility"). Under the 2014 Credit Facility, the Company may borrow, repay and reborrow funds under the revolving loan facility until its maturity on November 24, 2019, at which time the revolving facility will terminate, and all outstanding loans, together with all accrued and unpaid interest, must be repaid. The interest rate on the non-current debt outstanding under the 2014 Credit Facility was 2.26% and 1.80% at the end of the second quarter of fiscal 2017 and fiscal year end 2016, respectively, and is payable on a quarterly basis. Amounts not borrowed under the revolving facility will be subject to a commitment fee.

The outstanding balance of $69.0 million as of the end of the second quarter of fiscal 2017 and $94.0 million at the end of fiscal 2016 are classified as long-term debt in the Condensed Consolidated Balance Sheet. Unamortized debt issuance costs associated with the 2014 Credit Facility are presented as assets in the Condensed Consolidated Balance sheet and are being amortized to interest expense using the effective interest rate method over the term of the 2014 Credit Facility.

In February 2016, the Company entered into an amendment to the 2014 Credit Facility to facilitate the Company's reincorporation from California to Delaware and to effect other non-financial terms. In August 2016, the Company entered into a second amendment to revise a definition used in determining when a change of control of the Company may occur.

The Company was in compliance with all covenants pertaining to the 2014 Credit Facility at the end of the second quarter of fiscal 2017.

Uncommitted Facilities

The Company also has two$75 million revolving credit facilities which are uncommitted (the "Uncommitted Facilities"). The Uncommitted Facilities may be called by the lenders at any time, have no covenants and no specified expiration date. The $147.0 million outstanding at the end of the second quarter of fiscal 2017 and the $130.0 million outstanding at the end of fiscal 2016 under the Uncommitted Facilities are classified as short-term debt in the Condensed Consolidated Balance Sheet. The weighted average interest rate on the Uncommitted Facilities was 1.91% at the end of the second quarter of fiscal 2017 and 1.65% at the end of fiscal 2016.

Promissory Notes and Other Debt

At the end of the second quarter of fiscal 2017 and the year end of fiscal 2016, the Company had promissory notes and other notes payable totaling approximately $0.9 million and $0.8 million, respectively, of which $0.6 million and $0.5 million, respectively, was classified as long-term in the Condensed Consolidated Balance Sheet.

Debt Maturities

At the end of the second quarter of fiscal 2017, the Company's debt maturities based on outstanding principal were as follows (in millions):

Year Payable
2017 (Remaining)	$	147.3
2018	0.2
2019	0.2
2020	69.2
2021	—
Thereafter	400.0
Total	$	616.9

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CASH EQUIVALENTS AND INVESTMENTS

6 Months Ended

Jun. 30, 2017

Investments, Debt and Equity Securities [Abstract]

Cash, Cash Equivalents, and Short-term Investments

CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

The Company started to invest in available-for-sale securities in the third quarter of fiscal 2016. The following table summarizes the Company’s available-for-sale securities at the end of the second quarter of fiscal 2017 and at the end of fiscal 2016.

	Second Quarter of Fiscal 2017		At the end of Fiscal 2016
(In millions)
Available-for-sale securities:
U.S. Treasury securities	$	11.7	$	11.7
Municipal debt securities	—		10.0
Corporate debt securities	73.9		31.7
Time deposit	—		2.4
Commercial paper	28.8		77.5
Total available-for-sale securities	$	114.4	$	133.3
Reported as:
Cash equivalents	$	13.2	$	22.2
Short-term investments	101.2		111.1
Total	$	114.4	$	133.3

The Company did not realize any gains or losses on its available-for-sale securities during the second quarter of 2017, and the net unrealized loss was $0.1 million which was included in Accumulated other comprehensive loss at the end of the second quarter of 2017.

The following table presents the contractual maturities of the Company's available-for-sale investments at the end of the second quarter of fiscal 2017.

	Second Quarter of Fiscal 2017
(In millions)	Amortized Cost
Due in less than 1 year	$	106.2
Due in 1 to 5 years	8.2
Due in 5-10 years	—
Due after 10 years	—
Total	$	114.4

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

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FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2017

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

The Company determines fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters. Where observable prices or inputs are not available, valuation models are applied. Hierarchical levels, defined by the guidance on fair value measurements, are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, and are as follows:

Level I—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities.

Level II—Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level III—Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations.

	Fair Values as of the end of the Second Quarter of Fiscal 2017								Fair Values as of Fiscal Year End 2016
(In millions)	Level I		Level II		Level III		Total		Level I		Level II		Level III		Total
Assets
Available-for-sale securities:
U.S. Treasury securities (1)	$	—	$	11.7	$	—	$	11.7	$	—	$	11.7	$	—	$	11.7
Municipal debt securities (1)	—		—		—		—		—		10.0		—		10.0
Corporate debt securities (1)	—		73.9		—		73.9		—		31.7		—		31.7
Time deposit (1)	—		—		—		—		—		2.4		—		2.4
Commercial paper (1)	—		28.8		—		28.8		—		77.5		—		77.5
Total available-for-sale securities	—		114.4		—		114.4		—		133.3		—		133.3
Deferred compensation plan assets (2)	25.8		—		—		25.8		22.6		—		—		22.6
Derivative assets (3)	—		1.0		—		1.0		—		0.2		—		0.2
Contingent consideration assets (4)	—		—		7.0		7.0		—		—		7.0		7.0
Total assets measured at fair value	$	25.8	$	115.4	$	7.0	$	148.2	$	22.6	$	133.5	$	7.0	$	163.1
Liabilities
Deferred compensation plan liabilities (2)	$	25.8	$	—	$	—	$	25.8	$	22.6	$	—	$	—	$	22.6
Derivative liabilities (3)	—		0.4		—		0.4		—		0.1		—		0.1
Contingent consideration liabilities (5)	—		—		21.2		21.2		—		—		4.5		4.5
Total liabilities measured at fair value	$	25.8	$	0.4	$	21.2	$	47.4	$	22.6	$	0.1	$	4.5	$	27.2

(1) The Company’s available-for sale securities are valued using readily available pricing sources for comparable instruments, or model-driven valuations using significant inputs derived from or corroborated by observable market data, including yield curves and credit ratings.

(2) The Company maintains a self-directed, non-qualified deferred compensation plan for certain executives and other highly compensated employees. The plan assets and liabilities are invested in actively traded mutual funds and individual stocks valued using observable quoted prices in active markets. Deferred compensation plan assets and liabilities are included in Other non-current assets and Other non-current liabilities, respectively, on the Company's Condensed Consolidated Balance Sheets.

(3) Derivative assets and liabilities primarily represent forward currency exchange contracts. The Company typically enters into these contracts to minimize the short-term impact of foreign currency exchange rates on certain trade and inter-company receivables and payables. The fair values are determined using inputs based on observable quoted prices. Derivative assets and liabilities are included in Other current assets and Other current liabilities on the Company's Condensed Consolidated Balance Sheets.

(4) Contingent consideration assets represent arrangements for buyers to pay the Company for certain businesses that it has divested. The fair values are determined based on the Company's expectations of future receipts and the effects of the application of discount rates. The minimum amount to be received under these arrangements is $3.5 million. Contingent consideration assets are included in Other receivables and Other non-current assets on the Company's Condensed Consolidated Balance Sheets.

(5) Contingent consideration liabilities represent arrangements to pay the former owners of certain companies that Trimble acquired. The undiscounted maximum payments under the arrangements is $56.9 million at the end of the second quarter of fiscal 2017. The fair values are determined using the expected cash flow approach based upon estimated future revenues, gross margins or other milestones. Contingent consideration liabilities are included in Other current liabilities and Other non-current liabilities on the Company's Condensed Consolidated Balance Sheets.

Additional Fair Value Information

The following table provides additional fair value information relating to the Company’s outstanding financial instruments:

	Carrying Amount		Fair Value		Carrying Amount		Fair Value
As of	Second Quarter of Fiscal 2017				Fiscal Year End 2016
(In millions)
Liabilities:
Notes	$	400.0	$	431.0	$	400.0	$	410.6
2014 Credit Facility	69.0		69.0		94.0		94.0
Uncommitted facilities	147.0		147.0		130.0		130.0
Promissory notes and other debt	0.9		0.9		0.8		0.8

The fair value of the Notes was determined based on observable market prices in less active markets and is categorized accordingly as Level II in the fair value hierarchy. The fair value of the bank borrowings and promissory notes has been calculated using an estimate of the interest rate the Company would have had to pay on the issuance of notes with a similar maturity and discounting the cash flows at that rate, and is categorized as Level II in the fair value hierarchy. The fair values do not give an indication of the amount that the Company would currently have to pay to extinguish any of this debt.

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PRODUCT WARRANTIES

6 Months Ended

Jun. 30, 2017

Product Warranties Disclosures [Abstract]

PRODUCT WARRANTIES

PRODUCT WARRANTIES

The Company accrues for warranty costs as part of its cost of sales based on associated material product costs, technical support, labor costs, and costs incurred by third parties performing work on the Company’s behalf. The Company’s expected future costs are primarily estimated based upon historical trends in the volume of product returns within the warranty period and the costs to repair or replace the equipment. When products sold include warranty provisions, they are covered by a warranty for periods ranging generally from 1 year to 2 years.

While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of component suppliers, its warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage, or service delivery costs differ from the estimates, revisions to the estimated warranty accrual and related costs may be required.

Changes in the Company’s product warranty liability during the first two quarters of fiscal 2017 are as follows:

(In millions)
Balance as of fiscal year end 2016	$	17.2
Acquired warranties	0.2
Accruals for warranties issued	9.0
Changes in estimates	(0.3		)
Warranty settlements (in cash or in kind)	(8.6		)
Balance as of the end of the second quarter of fiscal 2017	$	17.5

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EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2017

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

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

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

	Second Quarter of				First Two Quarters of
	2017		2016		2017		2016
(In millions, except per share amounts)
Numerator:
Net income attributable to Trimble Inc.	$	49.9	$	35.7	$	100.4	$	55.5
Denominator:
Weighted average number of common shares used in basic earnings per share	253.0		250.5		252.5		250.8
Effect of dilutive securities	4.1		3.2		4.0		3.1
Weighted average number of common shares and dilutive potential common shares used in diluted earnings per share	257.1		253.7		256.5		253.9
Basic earnings per share	$	0.20	$	0.14	$	0.40	$	0.22
Diluted earnings per share	$	0.19	$	0.14	$	0.39	$	0.22

For the second quarter of fiscal 2017 and 2016, the Company excluded 0.7 million and 4.5 million shares of outstanding stock options, respectively, from the calculation of diluted earnings per share because their effect would have been antidilutive. For the first two quarters of fiscal 2017 and 2016, the Company excluded 0.7 million and 4.8 million shares of outstanding stock options, respectively, from the calculation of diluted earnings per share because their effect would have been antidilutive.

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INCOME TAXES

6 Months Ended

Jun. 30, 2017

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

For the second quarter of fiscal 2017, the Company’s effective income tax rate was 26% as compared to 7% in the corresponding period in fiscal 2016, primarily due to a one time discrete tax benefit from the divestiture of the Advanced Public Safety (APS) business in the second quarter of 2016. For the first two quarters of fiscal 2017, the Company's effective income tax rate was 25% as compared to 18% in the corresponding period in fiscal 2016, primarily due to a one time discrete tax benefit from the APS divestiture in the second quarter of 2016, partially offset by a favorable change in the geographic mix of pre-tax income in fiscal 2017.

Historically, the Company's effective tax rate has been lower than the U.S. federal statutory rate of 35% primarily due to the tax rates associated with certain earnings from operations in lower-tax jurisdictions. The Company has not provided for U.S. taxes on such earnings due to the indefinite reinvestment of such earnings outside the U.S.

The Company and its subsidiaries are subject to U.S. federal and state, and foreign income tax. The Company is currently in different stages of multiple year examinations by the Internal Revenue Service (the "IRS") as well as various state and foreign taxing authorities.

In the first quarter of fiscal 2015, the Company received a Notice of Proposed Adjustment from the IRS for the fiscal years 2010 and 2011. The proposed adjustments primarily relate to the valuations of intercompany transfers of acquired intellectual property. The assessments of tax, interest and penalties for the years in question total $67.0 million. The Company does not agree with the IRS position and filed a protest with the IRS Appeals Office in April 2015. The IRS appeals process commenced in March 2016. Although the Company continues to believe in the merits of its positions, during the fourth quarter of fiscal 2016, the Company submitted a written proposal to the IRS to settle certain aspects of the assessments constituting $15.8 million of the total $67.0 million assessment. The Company intends to vigorously contest the IRS position on the remaining items, and believes that its existing reserves are adequate.

Although timing of the resolution and/or closure of audits is not certain, the Company believes it is reasonably possible that its gross unrecognized tax benefits could decrease (whether by payment, release or a combination of both) in the next 12 months by up to $8.6 million primarily related to the IRS partial settlement discussed above.

The unrecognized tax benefits of $66.9 million and $60.5 million as of the end of the second quarter of fiscal 2017 and fiscal year end 2016, respectively, if recognized, would favorably affect the effective income tax rate in future periods. Unrecognized tax benefits are recorded in Other non-current liabilities and in the deferred tax accounts in the accompanying Condensed Consolidated Balance Sheets.

The Company's practice is to recognize interest and/or penalties related to income tax matters in income tax expense.  As of the end of the second quarter of fiscal 2017 and fiscal year end 2016, the Company had accrued $10.1 million and $9.3 million, respectively, for interest and penalties, which are recorded in Other non-current liabilities in the accompanying Condensed Consolidated Balance Sheets.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Operating Leases and Other Commitments

The estimated future minimum operating lease commitments as of the end of the second quarter of fiscal 2017 are as follows (in millions):

2017 (Remaining)	$	17.7
2018	33.1
2019	25.0
2020	18.7
2021	15.1
Thereafter	40.3
Total	$	149.9

As of the end of the second quarter of fiscal 2017, the Company had unconditional purchase obligations of approximately $186.0 million. These unconditional purchase obligations primarily represent open non-cancelable purchase orders for material purchases with the Company’s vendors. Purchase obligations exclude agreements that are cancelable without penalty.

Additionally, the Company has certain acquisitions which include additional earn-out cash payments based on estimated future revenues, gross margins or other milestones. As of the end of the second quarter of fiscal 2017, the Company had $21.2 million included in Other current liabilities and Other non-current liabilities related to these earn-outs, representing the fair value of the contingent consideration.

Litigation

On September 2, 2011, Recreational Data Services, LLC filed a lawsuit in the Superior Court for the State of Alaska in Anchorage against Trimble Navigation Limited, Cabela’s Incorporated, AT&T Mobility and Alascom, Inc., alleging breach of contract, breach of fiduciary duty, interference with contract, promissory estoppel, fraud, and negligent misrepresentation. The case was tried in front of a jury in Alaska beginning on September 9, 2014. On September 26, 2014, the jury returned a verdict in favor of the plaintiff and awarded the plaintiff damages of $51.3 million. On January 29, 2015, the court granted our Motion for Judgment Notwithstanding the Verdict, and on March 18, 2015, the Court awarded the Company a portion of its incurred attorneys’ fees and costs, and entered Final Judgment in the Company’s favor in the amount of $0.6 million.  The Final Judgment also provides that the plaintiff take nothing on its claims.  On April 17, 2015, the plaintiff filed a Notice of Appeal to the Alaska Supreme Court. On March 24, 2017, the Alaska Supreme Court affirmed, in part, and reversed, in part, the trial court's decision.  The Alaska Supreme Court affirmed the trial court's determination that Plaintiff had not proven damages and was not entitled to recover any lost profits, but remanded the case to the trial court for an award of nominal damages to Plaintiff.  On April 17, 2017, Plaintiff filed a Motion for Rehearing with the Alaska Supreme Court. On August 3, 2017, the Alaska Supreme Court denied rehearing on the finding that Plaintiff had failed to prove damages, returning the case to the trial court to award nominal damages. 

From time to time, the Company is also involved in litigation arising out of the ordinary course of its business. There are no other material legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of the Company's or its subsidiaries' property is subject.

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UPDATES TO SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

Reclassification Policy, Reportable Segments

Reportable Segments

In March 2017, the Company effected a change in the reporting of its segment financial results to better reflect the Company's customer base and end markets. Beginning with the first quarter of fiscal 2017, the Company is reporting its financial performance, including revenues and operating income, based on four new reportable segments: Buildings and Infrastructure, Geospatial, Resources and Utilities, and Transportation. Comparative period financial information by reportable segment has been recast to conform with the current presentation. See Note 6 of the Notes to Condensed Consolidated Financial Statements for further information.

Use of Estimates, Policy

Use of Estimates

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in its Condensed Consolidated Financial Statements and accompanying notes. Estimates are used for allowances for doubtful accounts, sales returns reserve, allowances for inventory valuation, warranty costs, investments, goodwill impairment, intangibles impairment, purchased intangibles, stock-based compensation, and income taxes among others. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact the Company in the future, actual results may be different from the estimates.

Revenue Recognition, Policy

The Company has presented revenue and cost of sales separately for products, service and subscriptions. Product revenue includes hardware, software licenses, parts and accessories; service revenue includes maintenance and support for hardware and software products, training and professional services; subscription revenue includes software as a service ("SaaS").

New Accounting Pronouncements, Policy

Recent Accounting Pronouncements

In May 2014, the FASB issued a comprehensive new revenue recognition standard that replaces the current revenue recognition guidance under U.S. GAAP. The new standard requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company expects to adopt this accounting standard update in the first quarter of fiscal 2018. The Company is currently in the process of assessing the adoption methodology, which allows the standard to be applied either retrospectively to each prior period presented or with the cumulative effect recognized as of the date of initial application. The Company's final determination will depend on a number of factors, such as the significance of the impact of the new standard on our financial results, system readiness, and its ability to accumulate and analyze the information necessary to assess the impact on prior period financial statements, as necessary. The Company does not anticipate that its internal control framework will materially change, but rather existing internal controls will be modified and augmented as necessary to implement the new revenue standard. The new standard may impact, in some cases, the timing and amount of revenue recognized. Additionally, direct costs to obtain and fulfill customer contracts, in some cases, may be deferred and amortized under the new standard. The Company has completed an initial assessment of the revenue streams and related direct costs and is currently evaluating the qualitative and quantitative impacts on the financial statements and related disclosures.

In January 2016, the FASB issued final guidance that will require entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicability exception. The amendments are effective for the Company beginning in fiscal 2018, although early adoption is permitted and should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, with certain exceptions. The Company is currently evaluating the effect of the updated standard on its consolidated financial statements and related disclosures.

In February 2016, the FASB issued new guidance that requires a lessee to recognize assets and liabilities arising from leases on the balance sheet. Current GAAP does not require lease assets and liabilities to be recognized for most leases. Additionally, companies are permitted to make an accounting policy election to not recognize lease assets and liabilities for leases with a term of 12 months or less. For both finance leases and operating leases, the lease liability should be initially measured at the present value of the lease payments. This new guidance is effective for the Company beginning in fiscal 2019, although early adoption is permitted. The Company is currently evaluating the effect of this guidance on its consolidated financial statements and related disclosures.

In June 2016, the FASB issued new guidance that requires credit losses on financial assets measured at amortized cost basis to be presented based on the net amount expected to be collected, not based on incurred losses. Further, credit losses on available-for-sale debt securities should be recorded through an allowance for credit losses limited to the amount by which fair value is below amortized cost. The new standard is effective for the Company beginning in fiscal 2020. Early adoption for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 is permitted. The Company is currently evaluating the effect of the updated standard on its consolidated financial statements and related disclosures.

In August 2016, the FASB issued new guidance related to the statement of cash flows. This guidance amended the existing accounting standards for the statement of cash flows and provided guidance on certain classification issues related to the statement of cash flows. The new standard is effective for the Company beginning in fiscal 2018 and early adoption is permitted. The amendments should be applied retrospectively to all periods presented. For issues that are impracticable to apply retrospectively, the amendments may be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact of these amendments on its statement of cash flows, which will likely include a reclassification of contingent consideration payments for business combinations from cash flows from investing activities, to both cash flows from operating and financing activities.

In October 2016, the FASB issued new guidance related to income taxes. This standard requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. The guidance will be effective for the Company in its first quarter of fiscal 2018. The Company is currently evaluating the effect of the updated standard on its consolidated financial statements and related disclosures.

In January 2017, the FASB issued new guidance that simplifies the accounting for goodwill impairment by requiring impairment charges to be based on the first step in current GAAP's two-step impairment test. The impairment test is performed by comparing the fair value of a reporting unit with its carrying amount and an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new standard is to be applied on a prospective basis and is effective for the Company beginning in fiscal 2020 and early adoption is permitted. The Company is currently evaluating the effect of the updated standard on its consolidated financial statements and related disclosures.

In February 2017, the FASB issued new guidance clarifying the scope and application of existing guidance related to the sale or transfer of non-financial assets to non-customers, including partial sales. The amendments are effective at the same time as the new revenue recognition guidance, which the Company expects to adopt in the first quarter of fiscal 2018. The Company is currently evaluating the effect of the updated standard on its consolidated financial statements and related disclosures.

Share-based Compensation Policy

Stock compensation expense is recognized based on the fair value of the portion of share-based payment awards that is expected to vest during the period and is net of estimated forfeitures.

Business Combinations Policy

The Company determined the total consideration paid for each of its acquisitions as well as the fair value of the assets acquired and liabilities assumed as of the date of acquisition. For certain acquisitions completed in the last two quarters of fiscal 2016 and the first two quarters of fiscal 2017, the fair value of the assets acquired and liabilities assumed are preliminary and may be adjusted as the Company obtains additional information, primarily related to adjustments for the true up of acquired net working capital in accordance with certain purchase agreements, and estimated values of certain net tangible assets and liabilities including tax balances, pending the completion of final studies and analyses. If there are adjustments made for these items, the fair value of intangible assets and goodwill could be impacted. Thus, the provisional measurements of fair value are subject to change. Such changes could be significant. The Company expects to finalize the valuation of the net tangible and intangible assets as soon as practicable, but not later than one-year from the acquisition date.

The fair value of identifiable assets acquired and liabilities assumed were determined under the acquisition method of accounting for business combinations. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The fair value of intangible assets acquired is generally determined based on a discounted cash flow analysis. Acquisition costs directly related to the acquisitions, including the changes in the fair value of the contingent consideration liabilities, of $4.3 million and $6.4 million for the second quarter and the first two quarters of fiscal 2017, respectively, and $0.9 million and $2.5 million for the second quarter and the first two quarters of fiscal 2016, respectively, were expensed as incurred and were included in General and administrative expense in the Condensed Consolidated Statements of Income.

Goodwill, Policy

Goodwill

In March 2017, the information used to allocate resources and assess performance that is provided to the Company's chief operating decision maker, its Chief Executive Officer, changed to better reflect the Company's customer base and end markets. The new reporting structure consists of four operating segments, each representing a single reporting unit: Buildings and Infrastructure, Geospatial, Resources and Utilities, and Transportation. Goodwill was reassigned to the new reporting units using the relative fair values and, as a result of this reassignment, an impairment assessment was performed immediately before and after the reorganization of the Company’s reporting structure.

Available-for-sale Securities, Policy

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

Derivatives Asset and Liabilities Policy

Derivative assets and liabilities primarily represent forward currency exchange contracts. The Company typically enters into these contracts to minimize the short-term impact of foreign currency exchange rates on certain trade and inter-company receivables and payables. The fair values are determined using inputs based on observable quoted prices. Derivative assets and liabilities are included in Other current assets and Other current liabilities on the Company's Condensed Consolidated Balance Sheets.

Product Warranties Policy

The Company accrues for warranty costs as part of its cost of sales based on associated material product costs, technical support, labor costs, and costs incurred by third parties performing work on the Company’s behalf. The Company’s expected future costs are primarily estimated based upon historical trends in the volume of product returns within the warranty period and the costs to repair or replace the equipment. When products sold include warranty provisions, they are covered by a warranty for periods ranging generally from 1 year to 2 years.

While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of component suppliers, its warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage, or service delivery costs differ from the estimates, revisions to the estimated warranty accrual and related costs may be required.

Earnings Per Share, Policy

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

Income Tax, Policy

The Company's practice is to recognize interest and/or penalties related to income tax matters in income tax expense.  As of the end of the second quarter of fiscal 2017 and fiscal year end 2016, the Company had accrued $10.1 million and $9.3 million, respectively, for interest and penalties, which are recorded in Other non-current liabilities in the accompanying Condensed Consolidated Balance Sheets.

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SHAREHOLDERS' EQUITY (Tables)

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

Summary Of Stock-Based Compensation Expense, Net Of Tax

The following table summarizes stock-based compensation expense for the second quarter and first two quarters of fiscal 2017 and 2016.

	Second Quarter of				First Two Quarters of
	2017		2016		2017		2016
(In millions)
Cost of sales	$	0.9	$	0.9	$	1.7	$	1.9
Research and development	2.6		2.4		5.0		4.7
Sales and marketing	2.4		2.2		4.6		4.2
General and administrative	9.3		7.5		17.6		15.9
Total operating expense	14.3		12.1		27.2		24.8
Total stock-based compensation expense	$	15.2	$	13.0	$	28.9	$	26.7

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Business Combinations (Tables)

6 Months Ended

Jun. 30, 2017

Business Combination, Separately Recognized Transactions [Line Items]

Schedule Of Intangible Assets

The following table presents details of the Company’s total intangible assets:

As of	Second Quarter of Fiscal 2017							Fiscal Year End 2016
	Gross							Gross
	Carrying		Accumulated			Net Carrying		Carrying		Accumulated			Net Carrying
(In millions)	Amount		Amortization			Amount		Amount		Amortization			Amount
Developed product technology	$	853.5	$	(672.9	)	$	180.6	$	794.8	$	(620.6	)	$	174.2
Trade names and trademarks	54.7		(45.7		)	9.0		50.9		(42.9		)	8.0
Customer relationships	487.4		(321.9		)	165.5		438.7		(294.1		)	144.6
Distribution rights and other intellectual properties	67.2		(58.8		)	8.4		64.3		(57.8		)	6.5
	$	1,462.8	$	(1,099.3	)	$	363.5	$	1,348.7	$	(1,015.4	)	$	333.3

Schedule Of Estimated Future Amortization Expense

The estimated future amortization expense of purchased intangible assets as of the end of the second quarter of fiscal 2017 was as follows:

(In millions)
2017 (Remaining)	$	72.6
2018	117.8
2019	77.1
2020	48.7
2021	27.0
Thereafter	20.3
Total	$	363.5

Changes In Carrying Amount Of Goodwill By Operating Segment

The changes in the carrying amount of goodwill by segment for the first two quarters of fiscal 2017 were as follows:

	Buildings and Infrastructure			Geospatial			Resources and Utilities		Transportation		Total
(In millions)
Balance as of fiscal year end 2016	$	663.7		$	405.1		$	217.7	$	791.1	$	2,077.6
Additions due to acquisitions				—			31.9		33.5		65.4
Purchase price adjustments- prior years' acquisitions	(0.1		)	—			—		—		(0.1		)
Foreign currency translation adjustments	27.2			10.8			5.1		4.6		47.7
Divestiture (1)	—			(6.9		)	—		—		(6.9		)
Balance as of the end of the second quarter of fiscal 2017	$	690.8		$	409.0		$	254.7	$	829.2	$	2,183.7

Series of Individually Immaterial Business Acquisitions [Member]

Business Combination, Separately Recognized Transactions [Line Items]

Business Combination, Separately Recognized Transactions

The following table summarizes the Company’s business combinations completed during the first two quarters of fiscal 2017:

	First Two Quarters of
	2017
(In millions)
Fair value of total purchase consideration	$	158.0
Less fair value of net assets acquired:
Net tangible assets acquired	7.0
Identifiable intangible assets	91.5
Deferred income taxes	(5.9		)
Goodwill	$	65.4

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INVENTORIES (Tables)

6 Months Ended

Jun. 30, 2017

Inventory, Net [Abstract]

Components Of Net Inventories

Inventories consisted of the following:

	Second Quarter of		Fiscal Year End
As of	2017		2016
(In millions)
Raw materials	$	72.5	$	77.9
Work-in-process	9.6		6.8
Finished goods	141.2		134.1
Total inventories	$	223.3	$	218.8

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SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2017

Text Block [Abstract]

Schedule Of Revenue, Operating Income And Identifiable Assets By Segment

four reportable segments. Operating income is revenue less cost of sales and operating expense, excluding unallocated corporate expenses, restructuring charges, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition and divestiture items, and executive transition costs. The identifiable assets that the CODM views by segment are accounts receivable, inventories and goodwill.

	Reporting Segments
	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
Second Quarter of Fiscal 2017
Revenue	$	222.7	$	165.3	$	111.0	$	162.9	$	661.9
Operating income	50.4		30.2		34.8		26.2		141.6
Depreciation expense	1.5		1.5		0.6		1.4		5.0
Second Quarter of Fiscal 2016
Revenue	$	202.8	$	163.9	$	99.0	$	143.9	$	609.6
Operating income	38.9		28.5		29.9		20.4		117.7
Depreciation expense	1.9		1.9		0.5		1.3		5.6
First Two Quarters of Fiscal 2017
Segment revenue	$	410.8	$	315.1	$	230.9	$	319.0	$	1,275.8
Operating income	83.1		58.1		77.0		51.0		269.2
Depreciation expense	3.3		2.8		1.2		2.8		10.1
First Two Quarters of Fiscal 2016
Segment revenue	$	376.5	$	316.1	$	212.8	$	287.2	$	1,192.6
Operating income	61.3		54.6		64.8		44.2		224.9
Depreciation expense	3.7		3.5		1.0		2.6		10.8
As of the Second Quarter of Fiscal 2017
Accounts receivable, net	$	127.4	$	118.7	$	64.7	$	84.5	$	395.3
Inventories	50.3		100.9		30.7		41.4		223.3
Goodwill	690.8		409.0		254.7		829.2		2,183.7
As of Fiscal Year End 2016
Accounts receivable, net	$	104.7	$	108.3	$	65.5	$	76.3	$	354.8
Inventories	51.3		100.4		31.0		36.1		218.8
Goodwill	663.7		405.1		217.7		791.1		2,077.6

Reconciliation Of The Company's Consolidated Segment Operating Income To Consolidated Income Before Income Taxes

A reconciliation of the Company’s consolidated segment operating income to consolidated income before income taxes is as follows:

	Second Quarter of						First Two Quarters of
	2017			2016			2017			2016
(In millions)
Consolidated segment operating income	$	141.6		$	117.7		$	269.2		$	224.9
Unallocated corporate expense	(20.4		)	(18.7		)	(38.8		)	(37.4		)
Restructuring charges	(2.8		)	(4.9		)	(6.2		)	(7.0		)
Amortization of purchased intangible assets	(35.8		)	(39.6		)	(69.1		)	(79.9		)
Stock-based compensation	(15.2		)	(13.0		)	(28.9		)	(26.7		)
Amortization of acquisition-related inventory step-up	(0.5		)	—			(0.6		)	—
Acquisition and divestiture items	(4.3		)	(0.9		)	(6.4		)	(2.5		)
Executive transition costs	—			(0.1		)	—			(1.0		)
Consolidated operating income	62.6			40.5			119.2			70.4
Non-operating income (expense), net:	5.0			(2.2		)	14.0			(2.7		)
Consolidated income before taxes	$	67.6		$	38.3		$	133.2		$	67.7

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DEBT (Tables)

6 Months Ended

Jun. 30, 2017

Text Block [Abstract]

Schedule Of Debt

Debt consisted of the following:

	Second Quarter of			Fiscal Year End
As of	2017			2016
(In millions)
Notes:
Principal amount	$	400.0		$	400.0
Unamortized discount on Notes	(2.3		)	(2.5		)
Debt issuance costs	(2.3		)	(2.4		)
Credit Facilities:
2014 Credit Facility	69.0			94.0
Uncommitted facilities	147.0			130.0
Promissory notes and other debt	0.9			0.8
Total debt	612.3			619.9
Less: Short-term debt	147.3			130.3
Long-term debt	$	465.0		$	489.6

Schedule of Maturities of Long-term Debt

At the end of the second quarter of fiscal 2017, the Company's debt maturities based on outstanding principal were as follows (in millions):

Year Payable
2017 (Remaining)	$	147.3
2018	0.2
2019	0.2
2020	69.2
2021	—
Thereafter	400.0
Total	$	616.9

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CASH EQUIVALENTS AND INVESTMENTS (Tables)

6 Months Ended

Jun. 30, 2017

Investments, Debt and Equity Securities [Abstract]

Available-for-sale Securities

The following table summarizes the Company’s available-for-sale securities at the end of the second quarter of fiscal 2017 and at the end of fiscal 2016.

	Second Quarter of Fiscal 2017		At the end of Fiscal 2016
(In millions)
Available-for-sale securities:
U.S. Treasury securities	$	11.7	$	11.7
Municipal debt securities	—		10.0
Corporate debt securities	73.9		31.7
Time deposit	—		2.4
Commercial paper	28.8		77.5
Total available-for-sale securities	$	114.4	$	133.3
Reported as:
Cash equivalents	$	13.2	$	22.2
Short-term investments	101.2		111.1
Total	$	114.4	$	133.3

Investments Classified by Contractual Maturity Date

The following table presents the contractual maturities of the Company's available-for-sale investments at the end of the second quarter of fiscal 2017.

	Second Quarter of Fiscal 2017
(In millions)	Amortized Cost
Due in less than 1 year	$	106.2
Due in 1 to 5 years	8.2
Due in 5-10 years	—
Due after 10 years	—
Total	$	114.4

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FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2017

Fair Value Disclosures [Abstract]

Assets And Liabilities Measured At Fair Value On A Recurring Basis

Assets and liabilities measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations.

	Fair Values as of the end of the Second Quarter of Fiscal 2017								Fair Values as of Fiscal Year End 2016
(In millions)	Level I		Level II		Level III		Total		Level I		Level II		Level III		Total
Assets
Available-for-sale securities:
U.S. Treasury securities (1)	$	—	$	11.7	$	—	$	11.7	$	—	$	11.7	$	—	$	11.7
Municipal debt securities (1)	—		—		—		—		—		10.0		—		10.0
Corporate debt securities (1)	—		73.9		—		73.9		—		31.7		—		31.7
Time deposit (1)	—		—		—		—		—		2.4		—		2.4
Commercial paper (1)	—		28.8		—		28.8		—		77.5		—		77.5
Total available-for-sale securities	—		114.4		—		114.4		—		133.3		—		133.3
Deferred compensation plan assets (2)	25.8		—		—		25.8		22.6		—		—		22.6
Derivative assets (3)	—		1.0		—		1.0		—		0.2		—		0.2
Contingent consideration assets (4)	—		—		7.0		7.0		—		—		7.0		7.0
Total assets measured at fair value	$	25.8	$	115.4	$	7.0	$	148.2	$	22.6	$	133.5	$	7.0	$	163.1
Liabilities
Deferred compensation plan liabilities (2)	$	25.8	$	—	$	—	$	25.8	$	22.6	$	—	$	—	$	22.6
Derivative liabilities (3)	—		0.4		—		0.4		—		0.1		—		0.1
Contingent consideration liabilities (5)	—		—		21.2		21.2		—		—		4.5		4.5
Total liabilities measured at fair value	$	25.8	$	0.4	$	21.2	$	47.4	$	22.6	$	0.1	$	4.5	$	27.2

(1) The Company’s available-for sale securities are valued using readily available pricing sources for comparable instruments, or model-driven valuations using significant inputs derived from or corroborated by observable market data, including yield curves and credit ratings.

(2) The Company maintains a self-directed, non-qualified deferred compensation plan for certain executives and other highly compensated employees. The plan assets and liabilities are invested in actively traded mutual funds and individual stocks valued using observable quoted prices in active markets. Deferred compensation plan assets and liabilities are included in Other non-current assets and Other non-current liabilities, respectively, on the Company's Condensed Consolidated Balance Sheets.

(3) Derivative assets and liabilities primarily represent forward currency exchange contracts. The Company typically enters into these contracts to minimize the short-term impact of foreign currency exchange rates on certain trade and inter-company receivables and payables. The fair values are determined using inputs based on observable quoted prices. Derivative assets and liabilities are included in Other current assets and Other current liabilities on the Company's Condensed Consolidated Balance Sheets.

(4) Contingent consideration assets represent arrangements for buyers to pay the Company for certain businesses that it has divested. The fair values are determined based on the Company's expectations of future receipts and the effects of the application of discount rates. The minimum amount to be received under these arrangements is $3.5 million. Contingent consideration assets are included in Other receivables and Other non-current assets on the Company's Condensed Consolidated Balance Sheets.

(5) Contingent consideration liabilities represent arrangements to pay the former owners of certain companies that Trimble acquired. The undiscounted maximum payments under the arrangements is $56.9 million at the end of the second quarter of fiscal 2017. The fair values are determined using the expected cash flow approach based upon estimated future revenues, gross margins or other milestones. Contingent consideration liabilities are included in Other current liabilities and Other non-current liabilities on the Company's Condensed Consolidated Balance Sheets.

Additional Fair Value Information Relating To The Company's Financial Instruments Outstanding

The following table provides additional fair value information relating to the Company’s outstanding financial instruments:

	Carrying Amount		Fair Value		Carrying Amount		Fair Value
As of	Second Quarter of Fiscal 2017				Fiscal Year End 2016
(In millions)
Liabilities:
Notes	$	400.0	$	431.0	$	400.0	$	410.6
2014 Credit Facility	69.0		69.0		94.0		94.0
Uncommitted facilities	147.0		147.0		130.0		130.0
Promissory notes and other debt	0.9		0.9		0.8		0.8

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PRODUCT WARRANTIES (Tables)

6 Months Ended

Jun. 30, 2017

Product Warranties Disclosures [Abstract]

Changes In Product Warranty Liability

Changes in the Company’s product warranty liability during the first two quarters of fiscal 2017 are as follows:

(In millions)
Balance as of fiscal year end 2016	$	17.2
Acquired warranties	0.2
Accruals for warranties issued	9.0
Changes in estimates	(0.3		)
Warranty settlements (in cash or in kind)	(8.6		)
Balance as of the end of the second quarter of fiscal 2017	$	17.5

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EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2017

Earnings Per Share [Abstract]

Schedule Of Computation Of Earnings Per Share And Effect On Weighted-Average Number Of Shares

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

	Second Quarter of				First Two Quarters of
	2017		2016		2017		2016
(In millions, except per share amounts)
Numerator:
Net income attributable to Trimble Inc.	$	49.9	$	35.7	$	100.4	$	55.5
Denominator:
Weighted average number of common shares used in basic earnings per share	253.0		250.5		252.5		250.8
Effect of dilutive securities	4.1		3.2		4.0		3.1
Weighted average number of common shares and dilutive potential common shares used in diluted earnings per share	257.1		253.7		256.5		253.9
Basic earnings per share	$	0.20	$	0.14	$	0.40	$	0.22
Diluted earnings per share	$	0.19	$	0.14	$	0.39	$	0.22

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COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Jun. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

Leases and Other Commitments

The estimated future minimum operating lease commitments as of the end of the second quarter of fiscal 2017 are as follows (in millions):

2017 (Remaining)	$	17.7
2018	33.1
2019	25.0
2020	18.7
2021	15.1
Thereafter	40.3
Total	$	149.9

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Shareholders' Equity (Narrative) (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	6 Months Ended
	Jun. 30, 2017	Aug. 31, 2015
2015 Stock Repurchase Program [Member]
Equity, Class of Stock [Line Items]
Stock repurchase program approved amount		$ 400.0
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 103.0
Retained Earnings [Member]
Equity, Class of Stock [Line Items]
Stock Repurchased During Period, Value	$ 22.7
Open Market Purchases [Member] | 2015 Stock Repurchase Program [Member]
Equity, Class of Stock [Line Items]
Stock Repurchased During Period, Shares	0.8
Accelerated Share Repurchases, Final Price Paid Per Share	$ 32.34
Stock Repurchased During Period, Value	$ 27.4

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Shareholders' Equity (Summary Of Stock-Based Compensation Expense) (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jul. 01, 2016	Jun. 30, 2017	Jul. 01, 2016
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	$ 15.2	$ 13.0	$ 28.9	$ 26.7
Cost Of Sales [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	0.9	0.9	1.7	1.9
Research And Development Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	2.6	2.4	5.0	4.7
Sales And Marketing Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	2.4	2.2	4.6	4.2
General and Administrative Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	9.3	7.5	17.6	15.9
Total Operating Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	$ 14.3	$ 12.1	$ 27.2	$ 24.8

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Business Combinations (Narratives) (Details)	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2017 USD ($)	Mar. 31, 2017 USD ($) segment	Jul. 01, 2016 USD ($)	Jun. 30, 2017 USD ($) segment acquisition	Jul. 01, 2016 USD ($)	Dec. 30, 2016 segment
Business Acquisition [Line Items]
Number of Reportable Segments | segment		4		4		4
Gain (Loss) on Disposition of Business				$ 8,000,000	$ 2,700,000
Number of Businesses Acquired | acquisition				7
Business Acquisition, Transaction Costs	$ 4,300,000		$ 900,000	$ 6,400,000	2,500,000
Goodwill, Impairment Loss		$ 0
Maximum
Business Acquisition [Line Items]
Revenue of Business Acquiree Since Acquisition Date Percentage of Total Revenue				1.00%
Series of Individually Immaterial Business Acquisitions [Member]
Business Acquisition [Line Items]
Cash Payments to Acquire Businesses				$ 158,000,000
General and Administrative Expense [Member]
Business Acquisition [Line Items]
Business Acquisition, Transaction Costs	$ 4,300,000		$ 900,000	$ 6,400,000	$ 2,500,000

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Business Combinations (Separately Recognized Transactions) (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2017	Dec. 30, 2016
Business Acquisition [Line Items]
Goodwill	$ 2,183.7	$ 2,077.6
Series of Individually Immaterial Business Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of total purchase consideration	158.0
Net tangible assets acquired	7.0
Identifiable intangible assets	91.5
Deferred income taxes	(5.9)
Goodwill	$ 65.4

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Business Combinations (Schedule Of Intangible Assets) (Detail) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 30, 2016
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross Carrying Amount	$ 1,462.8	$ 1,348.7
Intangible Assets, Accumulated Amortization	(1,099.3)	(1,015.4)
Total	363.5	333.3
Developed Product Technology [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross Carrying Amount	853.5	794.8
Intangible Assets, Accumulated Amortization	(672.9)	(620.6)
Total	180.6	174.2
Trade Names And Trademarks [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross Carrying Amount	54.7	50.9
Intangible Assets, Accumulated Amortization	(45.7)	(42.9)
Total	9.0	8.0
Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross Carrying Amount	487.4	438.7
Intangible Assets, Accumulated Amortization	(321.9)	(294.1)
Total	165.5	144.6
Distribution Rights And Other Intellectual Properties [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross Carrying Amount	67.2	64.3
Intangible Assets, Accumulated Amortization	(58.8)	(57.8)
Total	$ 8.4	$ 6.5

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Business Combinations (Schedule Of Estimated Future Amortization Expense) (Detail) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 30, 2016
Acquired Finite-Lived Intangible Assets [Line Items]
2017 (Remaining)	$ 72.6
2018	117.8
2019	77.1
2020	48.7
2021	27.0
Thereafter	20.3
Total	$ 363.5	$ 333.3

XML

Business Combinations (Changes In Carrying Amount Of Goodwill By Operating Segment) (Detail) $ in Millions	6 Months Ended
	Jun. 30, 2017 USD ($)
Goodwill [Line Items]
Balance as of fiscal year 2016	$ 2,077.6
Additions due to acquisitions	65.4
Purchase price adjustments- prior years' acquisitions	(0.1)
Foreign currency translation adjustments	47.7
Divestiture (1)	(6.9)	[1]
Balance as of the end of the second quarter of fiscal 2017	2,183.7
Buildings and Infrastructure [Member]
Goodwill [Line Items]
Balance as of fiscal year 2016	663.7
Additions due to acquisitions
Purchase price adjustments- prior years' acquisitions	(0.1)
Foreign currency translation adjustments	27.2
Divestiture (1)	0.0	[1]
Balance as of the end of the second quarter of fiscal 2017	690.8
Geospatial [Member]
Goodwill [Line Items]
Balance as of fiscal year 2016	405.1
Additions due to acquisitions	0.0
Purchase price adjustments- prior years' acquisitions	0.0
Foreign currency translation adjustments	10.8
Divestiture (1)	(6.9)	[1]
Balance as of the end of the second quarter of fiscal 2017	409.0
Resources and Utilities [Member]
Goodwill [Line Items]
Balance as of fiscal year 2016	217.7
Additions due to acquisitions	31.9
Purchase price adjustments- prior years' acquisitions	0.0
Foreign currency translation adjustments	5.1
Divestiture (1)	0.0	[1]
Balance as of the end of the second quarter of fiscal 2017	254.7
Transportation [Member]
Goodwill [Line Items]
Balance as of fiscal year 2016	791.1
Additions due to acquisitions	33.5
Purchase price adjustments- prior years' acquisitions	0.0
Foreign currency translation adjustments	4.6
Divestiture (1)	0.0	[1]
Balance as of the end of the second quarter of fiscal 2017	$ 829.2

[1] In the first quarter of 2017, the Company sold its ThingMagic business, which was part of the Geospatial segment.

XML

Components Of Net Inventories (Detail) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 30, 2016
Inventory, Net [Abstract]
Raw materials	$ 72.5	$ 77.9
Work-in-process	9.6	6.8
Finished goods	141.2	134.1
Total inventories	$ 223.3	$ 218.8

XML

Inventories Components (Narrative) (Detail) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 30, 2016
Inventory Disclosure [Abstract]
Deferred costs of revenue included in finished goods	$ 17.4	$ 14.4

XML

Segment Information (Narrative) (Detail) - segment	3 Months Ended	6 Months Ended	12 Months Ended
	Mar. 31, 2017	Jun. 30, 2017	Dec. 30, 2016
Segment Reporting Information [Line Items]
Number of Reportable Segments	4	4	4

XML

Segment Information (Schedule Of Revenue, Operating Income And Identifiable Assets By Segment) (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jul. 01, 2016	Jun. 30, 2017	Jul. 01, 2016	Dec. 30, 2016
Segment Reporting Information [Line Items]
Revenue	$ 661.9	$ 609.6	$ 1,275.8	$ 1,192.6
Consolidated segment operating income	62.6	40.5	119.2	70.4
Depreciation expense			17.7	18.8
Accounts receivable	395.3		395.3		$ 354.8
Inventories	223.3		223.3		218.8
Goodwill	2,183.7		2,183.7		2,077.6
Buildings and Infrastructure [Member]
Segment Reporting Information [Line Items]
Revenue	222.7	202.8	410.8	376.5
Accounts receivable	127.4		127.4		104.7
Inventories	50.3		50.3		51.3
Goodwill	690.8		690.8		663.7
Geospatial [Member]
Segment Reporting Information [Line Items]
Revenue	165.3	163.9	315.1	316.1
Accounts receivable	118.7		118.7		108.3
Inventories	100.9		100.9		100.4
Goodwill	409.0		409.0		405.1
Resources and Utilities [Member]
Segment Reporting Information [Line Items]
Revenue	111.0	99.0	230.9	212.8
Accounts receivable	64.7		64.7		65.5
Inventories	30.7		30.7		31.0
Goodwill	254.7		254.7		217.7
Transportation [Member]
Segment Reporting Information [Line Items]
Revenue	162.9	143.9	319.0	287.2
Accounts receivable	84.5		84.5		76.3
Inventories	41.4		41.4		36.1
Goodwill	829.2		829.2		$ 791.1
Operating Segments [Member]
Segment Reporting Information [Line Items]
Consolidated segment operating income	141.6	117.7	269.2	224.9
Depreciation expense	5.0	5.6	10.1	10.8
Operating Segments [Member] | Buildings and Infrastructure [Member]
Segment Reporting Information [Line Items]
Consolidated segment operating income	50.4	38.9	83.1	61.3
Depreciation expense	1.5	1.9	3.3	3.7
Operating Segments [Member] | Geospatial [Member]
Segment Reporting Information [Line Items]
Consolidated segment operating income	30.2	28.5	58.1	54.6
Depreciation expense	1.5	1.9	2.8	3.5
Operating Segments [Member] | Resources and Utilities [Member]
Segment Reporting Information [Line Items]
Consolidated segment operating income	34.8	29.9	77.0	64.8
Depreciation expense	0.6	0.5	1.2	1.0
Operating Segments [Member] | Transportation [Member]
Segment Reporting Information [Line Items]
Consolidated segment operating income	26.2	20.4	51.0	44.2
Depreciation expense	$ 1.4	$ 1.3	$ 2.8	$ 2.6

XML

Segment Information (Reconciliation Of Company's Consolidated Segment Operating Income To Consolidated Income Before Income Taxes) (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jul. 01, 2016	Jun. 30, 2017	Jul. 01, 2016
Segment Reporting Information [Line Items]
Consolidated operating income	$ 62.6	$ 40.5	$ 119.2	$ 70.4
Unallocated corporate expense	(283.9)	(275.1)	(553.9)	(545.8)
Restructuring charges	(2.8)	(4.9)	(6.2)	(7.0)
Amortization of purchased intangible assets	(35.8)	(39.6)	(69.1)	(79.9)
Stock-based compensation	(15.2)	(13.0)	(28.9)	(26.7)
Amortization of acquisition-related inventory step-up	(0.5)	0.0	(0.6)	0.0
Acquisition and divestiture items	(4.3)	(0.9)	(6.4)	(2.5)
Executive transition costs	0.0	(0.1)	0.0	(1.0)
Non-operating income (expense), net:	5.0	(2.2)	14.0	(2.7)
Consolidated income before taxes	67.6	38.3	133.2	67.7
Operating Segments [Member]
Segment Reporting Information [Line Items]
Consolidated operating income	141.6	117.7	269.2	224.9
Corporate, Non-Segment [Member]
Segment Reporting Information [Line Items]
Unallocated corporate expense	$ (20.4)	$ (18.7)	$ (38.8)	$ (37.4)

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Debt (Schedule Of Debt) (Detail) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 30, 2016
Debt Instrument [Line Items]
Total debt	$ 612.3	$ 619.9
Less: Short-term debt	147.3	130.3
Long-term debt	465.0	489.6
Uncommitted Facilities [Member]
Debt Instrument [Line Items]
Total debt	147.0	130.0
Senior Notes [Member]
Debt Instrument [Line Items]
Principal amount	400.0	400.0
Unamortized discount on Notes	(2.3)	(2.5)
Debt issuance costs	(2.3)	(2.4)
Note Payable Fair Value	431.0	410.6
Promissory Notes And Other Debt [Member]
Debt Instrument [Line Items]
Principal amount	0.6	0.5
Total debt	0.9	0.8
Note Payable Fair Value	0.9	0.8
2014 Credit Facility [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Total debt	$ 69.0	$ 94.0

XML

Debt (Narrative) (Detail) $ in Millions	Nov. 24, 2014 USD ($)	Jun. 30, 2017 USD ($) loan	Dec. 30, 2016 USD ($)
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 400.0
Debt Instrument, Interest Rate, Stated Percentage		4.75%
Long-term debt		$ 465.0	$ 489.6
Total debt		612.3	619.9
2014 Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Term	5 years
Uncommitted Facilities [Member]
Debt Instrument [Line Items]
Total debt		147.0	130.0
Senior Notes [Member]
Debt Instrument [Line Items]
Notes Payable, Noncurrent		400.0	400.0
Revolving Credit Facility [Member] | 2014 Credit Facility [Member]
Debt Instrument [Line Items]
Total debt		69.0	94.0
Promissory Notes And Other Debt [Member]
Debt Instrument [Line Items]
Total debt		0.9	0.8
Notes Payable, Noncurrent		0.6	0.5
Revolving Credit Facility [Member] | Uncommitted Facilities [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Current Borrowing Capacity		$ 75.0
Number Of Revolving Loan Facilities | loan		2
Short-term Debt		$ 147.0	$ 130.0
Short-term Debt, Weighted Average Interest Rate		1.91%	1.65%
Revolving Credit Facility [Member] | Unsecured Debt [Member] | 2014 Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Current Borrowing Capacity		$ 1,000.0
Long-term Debt, Weighted Average Interest Rate		2.26%	1.80%
Long-term debt		$ 69.0	$ 94.0
Revolving Credit Facility [Member] | Uncommitted Facility Two [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Current Borrowing Capacity		$ 75.0

XML

Debt (Schedule of Debt Maturities) (Details) $ in Millions	Jun. 30, 2017 USD ($)
Debt Disclosure [Abstract]
2017 (Remaining)	$ 147.3
2018	0.2
2019	0.2
2020	69.2
2021	0.0
Thereafter	400.0
Total	$ 616.9

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Cash Equivalents and Investments (Available for sales securities) (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2017	Jul. 01, 2016	Jun. 30, 2017	Jul. 01, 2016	Dec. 30, 2016
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Debt Securities, Fair Value		$ 114.4		$ 114.4		$ 133.3
Cash Equivalents		13.2		13.2		22.2
Short-term investments		101.2		101.2		111.1
Available-for-sale Debt Securities, Amortized Cost		114.4		114.4		133.3
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Securities		0.0	$ 0.0	0.1	$ 0.0
Available-for-sale Securities, Gross Realized Gain (Loss)		0.0
US Treasury Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Debt Securities, Fair Value	[1]	11.7		11.7		11.7
Municipal Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Debt Securities, Fair Value	[1]	0.0		0.0		10.0
Corporate Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Debt Securities, Fair Value	[1]	73.9		73.9		31.7
Bank Time Deposits [Member]
Schedule of Available-for-sale Securities [Line Items]
Time Deposits	[1]	0.0		0.0		2.4
Commercial Paper [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Debt Securities, Fair Value	[1]	28.8		28.8		77.5
Fair Value, Inputs, Level 2 [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Debt Securities, Fair Value		114.4		114.4		133.3
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Debt Securities, Fair Value	[1]	11.7		11.7		11.7
Fair Value, Inputs, Level 2 [Member] | Municipal Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Debt Securities, Fair Value	[1]	0.0		0.0		10.0
Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Debt Securities, Fair Value	[1]	73.9		73.9		31.7
Fair Value, Inputs, Level 2 [Member] | Bank Time Deposits [Member]
Schedule of Available-for-sale Securities [Line Items]
Time Deposits	[1]	0.0		0.0		2.4
Fair Value, Inputs, Level 2 [Member] | Commercial Paper [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Debt Securities, Fair Value	[1]	$ 28.8		$ 28.8		$ 77.5

[1] The Company’s available-for sale securities are valued using readily available pricing sources for comparable instruments, or model-driven valuations using significant inputs derived from or corroborated by observable market data, including yield curves and credit ratings.

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Cash Equivalents and Investments (Contractual Maturities) (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 30, 2016
Investments, Debt and Equity Securities [Abstract]
Due in less than 1 year	$ 106.2
Due in 1 to 5 years	8.2
Due in 5-10 years	0.0
Due after 10 years	0.0
Available-for-sale Debt Securities, Amortized Cost	$ 114.4	$ 133.3

XML

Fair Value Measurements (Assets And Liabilities Measured At Fair Value On Recurring Basis) (Detail) - USD ($) $ in Millions		Jun. 30, 2017	Dec. 30, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Debt Securities, Fair Value		$ 114.4	$ 133.3
Contingent Consideration, Asset	[1]	7.0	7.0
Total Assets Measured at Fair Value, Recurring		148.2	163.1
Contingent Consideration, Liability	[2]	21.2	4.5
Total Liabilities Measured at Fair Value, Recurring		47.4	27.2
Other Current and Non Current Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent Consideration, Liability		56.9
Deferred Compensation Plan Assets [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	[3]	25.8	22.6
Derivative Financial Instruments, Assets [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign Currency Contract, Asset, Fair Value Disclosure	[4]	1.0	0.2
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets Measured at Fair Value, Recurring		25.8	22.6
Total Liabilities Measured at Fair Value, Recurring		25.8	22.6
Fair Value, Inputs, Level 1 [Member] | Deferred Compensation Plan Assets [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	[3]	25.8	22.6
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Debt Securities, Fair Value		114.4	133.3
Total Assets Measured at Fair Value, Recurring		115.4	133.5
Total Liabilities Measured at Fair Value, Recurring		0.4	0.1
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments, Assets [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign Currency Contract, Asset, Fair Value Disclosure	[4]	1.0	0.2
Fair Value Inputs, Level III [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent Consideration, Asset	[1]	7.0	7.0
Total Assets Measured at Fair Value, Recurring		7.0	7.0
Contingent Consideration, Liability	[2]	21.2	4.5
Total Liabilities Measured at Fair Value, Recurring		21.2	4.5
Deferred Compensation Plan Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan liabilities	[3]	25.8	22.6
Deferred Compensation Plan Liabilities [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan liabilities	[3]	25.8	22.6
Derivative Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign Currency Contracts, Liability, Fair Value Disclosure	[4]	0.4	0.1
Derivative Liabilities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign Currency Contracts, Liability, Fair Value Disclosure	[4]	0.4	0.1
Minimum | Other Noncurrent Assets [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business Combination, Contingent Consideration, Asset, Noncurrent		3.5
US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Debt Securities, Fair Value	[5]	11.7	11.7
US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Debt Securities, Fair Value	[5]	11.7	11.7
Municipal Bonds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Debt Securities, Fair Value	[5]	0.0	10.0
Municipal Bonds [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Debt Securities, Fair Value	[5]	0.0	10.0
Corporate Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Debt Securities, Fair Value	[5]	73.9	31.7
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Debt Securities, Fair Value	[5]	73.9	31.7
Bank Time Deposits [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Time Deposits	[5]	0.0	2.4
Bank Time Deposits [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Time Deposits	[5]	0.0	2.4
Commercial Paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Debt Securities, Fair Value	[5]	28.8	77.5
Commercial Paper [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Debt Securities, Fair Value	[5]	$ 28.8	$ 77.5

[1] Contingent consideration assets represent arrangements for buyers to pay the Company for certain businesses that it has divested. The fair values are determined based on the Company's expectations of future receipts and the effects of the application of discount rates. The minimum amount to be received under these arrangements is $3.5 million. Contingent consideration assets are included in Other receivables and Other non-current assets on the Company's Condensed Consolidated Balance Sheets.

[2] Contingent consideration liabilities represent arrangements to pay the former owners of certain companies that Trimble acquired. The undiscounted maximum payments under the arrangements is $56.9 million at the end of the second quarter of fiscal 2017. The fair values are determined using the expected cash flow approach based upon estimated future revenues, gross margins or other milestones. Contingent consideration liabilities are included in Other current liabilities and Other non-current liabilities on the Company's Condensed Consolidated Balance Sheets.

[3] The Company maintains a self-directed, non-qualified deferred compensation plan for certain executives and other highly compensated employees. The plan assets and liabilities are invested in actively traded mutual funds and individual stocks valued using observable quoted prices in active markets. Deferred compensation plan assets and liabilities are included in Other non-current assets and Other non-current liabilities, respectively, on the Company's Condensed Consolidated Balance Sheets.

[4] Derivative assets and liabilities primarily represent forward currency exchange contracts. The Company typically enters into these contracts to minimize the short-term impact of foreign currency exchange rates on certain trade and inter-company receivables and payables. The fair values are determined using inputs based on observable quoted prices. Derivative assets and liabilities are included in Other current assets and Other current liabilities on the Company's Condensed Consolidated Balance Sheets.

[5] The Company’s available-for sale securities are valued using readily available pricing sources for comparable instruments, or model-driven valuations using significant inputs derived from or corroborated by observable market data, including yield curves and credit ratings.

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Fair Value Measurements (Additional Fair Value Information Relating To Company's Financial Instruments Outstanding) (Detail) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 30, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total debt	$ 612.3	$ 619.9
Senior Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes Payable, Noncurrent	400.0	400.0
Note Payable Fair Value	431.0	410.6
Uncommitted Facilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total debt	147.0	130.0
Long-term Debt, Fair Value	147.0	130.0
Promissory Notes And Other Debt [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes Payable, Noncurrent	0.6	0.5
Note Payable Fair Value	0.9	0.8
Total debt	0.9	0.8
Two Thousand Fourteen Credit Facility [Member] | Revolving Credit Facility [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total debt	69.0	94.0
Line of Credit Facility, Fair Value of Amount Outstanding	$ 69.0	$ 94.0

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Product Warranties (Narrative) (Detail)	6 Months Ended
	Jun. 30, 2017
Minimum
Product Warranty Liability [Line Items]
Warranty periods for products sold, in months and years	1 year
Maximum
Product Warranty Liability [Line Items]
Warranty periods for products sold, in months and years	2 years

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Product Warranties (Changes In Product Warranty Liability) (Detail) $ in Millions	6 Months Ended
	Jun. 30, 2017 USD ($)
Movement in Standard Product Warranty Accrual [Roll Forward]
Balance as of fiscal year end 2016	$ 17.2
Acquired warranties	0.2
Accruals for warranties issued	9.0
Changes in estimates	(0.3)
Warranty settlements (in cash or in kind)	(8.6)
Balance as of the end of the second quarter of fiscal 2017	$ 17.5

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Earnings Per Share (Schedule Of Computation Of Earnings Per Share And Effect On Weighted-Average Number Of Shares) (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jul. 01, 2016	Jun. 30, 2017	Jul. 01, 2016
Earnings Per Share Reconciliation [Abstract]
Net income attributable to Trimble Inc.	$ 49.9	$ 35.7	$ 100.4	$ 55.5
Weighted average number of common shares used in basic earnings per share	253.0	250.5	252.5	250.8
Effect of dilutive securities	4.1	3.2	4.0	3.1
Weighted average number of common shares and dilutive potential common shares used in diluted earnings per share	257.1	253.7	256.5	253.9
Basic earnings per share	$ 0.20	$ 0.14	$ 0.40	$ 0.22
Diluted earnings per share	$ 0.19	$ 0.14	$ 0.39	$ 0.22

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Earnings Per Share (Narrative) (Detail) - shares shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jul. 01, 2016	Jun. 30, 2017	Jul. 01, 2016
Stock Compensation Plan [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted income per share	0.7	4.5	0.7	4.8

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Income Taxes (Narrative) (Detail) - USD ($) $ in Millions	3 Months Ended			6 Months Ended
	Jun. 30, 2017	Jul. 01, 2016	Apr. 03, 2015	Jun. 30, 2017	Jul. 01, 2016	Dec. 30, 2016
Income Tax Contingency [Line Items]
Effective income tax rate	26.00%	7.00%		25.00%	18.00%
Statutory federal income tax rate				35.00%	35.00%
Unrecognized tax benefits that would impact effective tax rate	$ 66.9			$ 66.9		$ 60.5
Unrecognized tax benefit liabilities include interest and penalties	10.1			10.1		9.3
Tax Year 2010 and 2011 [Member] | Internal Revenue Service (IRS) [Member]
Income Tax Contingency [Line Items]
Proposed Adjustments on Income Tax Assessments			$ 67.0
Written proposal to IRS assessment						$ 15.8
Decrease in Unrecognized Tax Benefits is Reasonably Possible	$ 8.6			$ 8.6

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Commitment and Contingencies (Leases and Other Commitments) (Details) $ in Millions	Jun. 30, 2017 USD ($)
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2017 (Remaining)	$ 17.7
2018	33.1
2019	25.0
2020	18.7
2021	15.1
Thereafter	40.3
Total	$ 149.9

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Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions		Sep. 26, 2014	Jun. 30, 2017	Dec. 30, 2016	Mar. 18, 2015
Loss Contingencies [Line Items]
Unconditional purchase obligations			$ 186.0
Business Combination, Contingent Consideration, Liability	[1]		$ 21.2	$ 4.5
Pending Litigation [Member] | Recreational Data Services Plaintiff [Member]
Loss Contingencies [Line Items]
Loss Contingency, Damages Awarded, Value		$ 51.3
Final Judgment In Favor of Company					$ 0.6

[1] Contingent consideration liabilities represent arrangements to pay the former owners of certain companies that Trimble acquired. The undiscounted maximum payments under the arrangements is $56.9 million at the end of the second quarter of fiscal 2017. The fair values are determined using the expected cash flow approach based upon estimated future revenues, gross margins or other milestones. Contingent consideration liabilities are included in Other current liabilities and Other non-current liabilities on the Company's Condensed Consolidated Balance Sheets.