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What changed in Trimble Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Trimble Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+370 added−375 removedSource: 10-K (2025-04-25) vs 10-K (2024-02-26)

Top changes in Trimble Inc.'s 2025 10-K

370 paragraphs added · 375 removed · 259 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

93 edited+47 added−53 removed23 unchanged
Biggest changeThrough our internal global talent platform, we empower employees to identify internal job opportunities, skill 8 Table of Contents development resources, and projects to achieve their personal development goals and full potential. We encourage employees to nurture a love of continuous learning and resilience that is essential for accomplishment.
Biggest changeOur performance management program focuses on aligning managers and employees on priorities that best contribute to our strategic objectives and also fosters coaching and feedback that reinforces our shared values. Talent Development Through our internal global talent platform, we empower employees to identify internal job opportunities, skill development resources, and projects to achieve their personal development goals and full potential.
With a focus on the industries that feed, build, and move the world, the comprehensive depth and breadth of our solutions is transforming the way the world works, making it easier for Trimble customers to focus on what matters—getting the job done right.
With a focus on the industries that build, move, and feed the world, the comprehensive depth and breadth of our solutions is transforming the way the world works, making it easier for Trimble customers to focus on what matters—getting the job done right.
Utilizing wireless and internet-based site communications infrastructure, our solutions include the ability to track and control equipment, deploy a 3D model to machines, track progress of work in real-time, and reduce re-work. By leveraging our technology, contractors gain greater insight into their operations helping them to lower costs and improve productivity, worker safety, and asset utilization.
Utilizing wireless and internet-based site communications infrastructure, our solutions include the ability to track and control equipment, deploy a 3D model to machines, track the progress of work in real-time, and reduce re-work. By leveraging our technology, contractors gain greater insight into their operations, helping them to lower costs and improve productivity, worker safety, and asset utilization.
We maintain a joint venture with Nikon, which focuses on the design and manufacture in Japan of surveying instruments including mechanical total stations and related products. Our office-based products include software for planning, data processing and editing, quality control, 3D modeling, intelligent data analysis and feature extraction, deformation monitoring, project reporting, and data export.
We maintain a joint venture with Nikon, which focuses on the design and manufacture in Japan of surveying instruments including mechanical total stations and related products. Our office-based products include software for planning, data processing and editing, quality control, 3D modeling, intelligent data analysis and AI-based feature extraction, deformation monitoring, project reporting, and data export.
Our enterprise transportation management system automates business processes spanning the entire transportation lifecycle for shippers, carriers, and intermediaries, delivering visibility, control, and decision support for the intricate relationships and complex processes involved in the movement of freight. Our products also provide truck routing, mileage, and mapping solutions, as well as a voice-guided turn-by-turn navigation solution.
Our enterprise transportation management system automates business processes spanning the entire transportation lifecycle for shippers, carriers, and intermediaries, delivering visibility, control, and decision support for the intricate relationships and complex processes involved in the movement of freight. Our products also provide truck routing, mileage, and mapping solutions, as well as a voice-guided turn-by-turn navigation solution. Transporeon.
Professional services constitute an additional customer offering that helps our customers integrate and optimize the use of our offerings in their environment. • Focus on attractive markets with significant growth and profitability potential. We focus on large markets historically underserved by technology that offer significant potential for long-term revenue growth, profitability, and market leadership.
Professional services constitute an additional customer offering that helps our customers integrate and optimize the use of our offerings in their environment. • Address 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.
We maintain a joint venture with Caterpillar, Caterpillar-Trimble Control Technologies (“CTCT”), to develop the next generation of advanced electronic guidance and control products for earth-moving machines. The joint venture develops machine control and guidance products that use site design information combined with accurate positioning technology to automatically control dozer blades and other machine tools.
We maintain a joint venture with Caterpillar, Caterpillar-Trimble Control Technologies, to develop the next generation of advanced electronic guidance and control products for earth-moving machines. The joint venture develops machine control and guidance products that use site design information combined with accurate positioning technology to automatically control dozer blades and other machine tools.
We believe that building connections between our employees, their families, and our communities creates a more meaningful, fulfilling, and enjoyable workplace. In our offices around the world, our employee-led committees select local organizations to support, often in the form of grants and employee fundraising.
Building Community Connections We believe that building connections between our employees, their families, and our communities creates a more meaningful, fulfilling, and enjoyable workplace. In our offices around the world, our employee-led committees select local organizations to support, often in the form of grants and employee fundraising.
We innovate at the intersection of the digital and physical worlds with solutions that span the world’s foundational industries including building, civil and infrastructure construction, geospatial, survey and mapping, agriculture, natural resources, utilities, transportation, and government.
We innovate at the intersection of the digital and physical worlds with solutions that span the world’s foundational industries, including building, civil and infrastructure construction, geospatial, survey and mapping, natural resources, utilities, transportation, and government.
We look for opportunities where the opportunity for technological change is high and that have a requirement for the integration of multiple technologies into complete vertical solutions. • Geographic expansion with localization strategy.
We look for opportunities where the opportunity for technological change is high and that have a requirement for the integration of multiple technologies into complete vertical solutions. • Drive geographic expansion with a localization strategy.
Financial news and reports and related information about our Company, GAAP to non-GAAP reconciliations, as well as our Sustainability report and DEI report, a re also found on this website. Information contained on our website is not part of this report.
Financial news and reports and related information about our Company, GAAP to non-GAAP reconciliations, as well as our Sustainability report, a re also found on this website. Information contained on our website is not part of this report.
Our core industries, such as construction, agriculture, and transportation, are each multitrillion-dollar global industries that operate in demanding environments with technology adoption in the early phases relative to other industries.
Our core industries, such as construction and transportation, are each multitrillion-dollar global industries that operate in demanding environments with technology adoption in the early phases relative to other industries.
From 2015 to 2018, he served as sector vice president of finance in the Company’s mobility and intelligent transportation division, and from 2013 to 2015, as general manager of the Company’s imaging division. Mr.
From 2015 to 2018, he served as sector vice president of finance in Trimble’s mobility and intelligent transportation division, and from 2013 to 2015, as general manager of the Company’s imaging division. Mr.
Our technological suite is employed across the entire project lifecycle to improve productivity, reduce waste and re-work, including reduced carbon emissions, and enable more informed decision making through enhanced situational awareness, data flow, data-driven insights and decision support, and project 3 Table of Contents collaboration. At the same time, our solutions can improve worker safety and reduce environmental impact.
Our technological suite is employed across the entire project lifecycle to improve productivity, reduce waste and re-work, including reduced carbon emissions, and enable more informed decision-making 4 Table of Contents through enhanced situational awareness, data flow, data-driven insights and decision support, and project collaboration. At the same time, our solutions can improve worker safety and reduce environmental impact.
Our platform investments allow us to extend our differentiation in positioning and sensing, modeling, and analytics into emerging industry solutions and to drive ecosystem collaboration across our target industries. This improves our value over the customer lifecycle, while enhancing our leadership in software and services, which already accounts fo r over 65% of our R&D investment.
Our platform investments allow us to extend our differentiation in positioning and sensing, modeling, and analytics into emerging industry solutions and to drive ecosystem collaboration across our target industries. This improves our value over the customer lifecycle, while enhancing our leadership in software and services, which already accounts fo r over 70% of our R&D investment.
We exist to empower our customers: asset owners, general and specialty contractors, engineers and designers, surveyors, agricultural companies and farmers, energy and utility companies, trucking companies and drivers, as well as state, federal, and municipal governments. Productivity and sustainability are at the heart of who we are—woven into our work internally and through our customers’ application of our technologies.
We exist to empower our customers: asset owners, general and specialty contractors, engineers and designers, surveyors, energy and utility companies, trucking companies and drivers, as well as state, federal, and municipal governments. Productivity and sustainability are at the heart of who we are—woven into our work internally and through our customers’ application of our technologies.
O ur investments enable us to push the state-of-the-art in key technology areas and to connect other leading technologies to solve customer problems in new and unique ways. As part of our technology development practices, we actively establish and maintain our intellectual property rights through the use of patents, copyrights, trademarks, and trade secret laws.
O ur investments enable us to push the state-of-the-art in key technology areas and to connect other leading technologies to solve customer problems in new and unique ways. 6 Table of Contents As part of our technology development practices, we actively establish and maintain our intellectual property rights through the use of patents, copyrights, trademarks, and trade secret laws.
We have over time redefined our technological focus from hardware-driven point solutions to integrated work process solutions by developing domain expertise and heavily reinvesting in research and development (“R&D”) and acquisitions.
We have over time redefined our technological focus from hardware-driven point solutions to integrated work process solutions to industry ecosystems by developing domain expertise and heavily reinvesting in research and development (“R&D”) and acquisitions.
In the transportation market, we offer a suite of solutions that provides comprehensive fleet and transportation management systems, analytics, routing, mapping, reporting, and predictive modeling solutions to enable the transportation industry to achieve greater overall operational efficiency, fleet utilization, including greater fuel efficiency and reduced carbon emissions, and profitability while ensuring regulatory compliance.
In the transportation market, we offer a suite of solutions that provides comprehensive fleet and transportation management systems, analytics, routing, mapping, reporting, and predictive modeling solutions to enable the transportation industry to achieve greater overall operational efficiency, fleet utilization, including greater fuel efficiency and reduced carbon emissions, 5 Table of Contents and profitability while ensuring regulatory compliance.
Item 1. Business Trimble is a leading technology solutions provider that enables office and mobile professionals to connect their workflows and asset lifecycles to drive a more productive, sustainable future.
Item 1. Business Trimble is a leading technology solutions provider that enables office and field professionals to connect their workflows and asset lifecycles to drive a more productive, sustainable future.
Civil Engineering Construction and Asset Management. Our civil engineering and construction portfolio spans the lifecycle of civil infrastructure assets from feasibility and capital budgeting, to planning and design, to construction, through to long-term operation and maintenance. Our solutions serve the key industry stakeholders including the asset owners or clients, design engineers, consultants, contractors, sub-contractors, and suppliers.
Our civil engineering and construction portfolio spans the lifecycle of civil infrastructure assets from feasibility and capital budgeting, to planning and design, to construction, through long-term operation and maintenance. Our solutions serve key industry stakeholders, including asset owners or clients, design engineers, consultants, contractors, subcontractors, and suppliers.
We view international expansion as an important element of our strategy, and we continue to position ourselves in geographic markets that will serve as important sources of future growth. Products are sold in more than 150 countries, through dealers, joint ventures, original equipment manufacturers (“OEM”), and other channels throughout the world, as well as direct sales to end users.
We view international expansion as an important element of our strategy, and we continue to position ourselves in geographic markets that will serve as important sources of future growth. Products are sold in more than 170 countries through dealers, joint ventures, original equipment manufacturers (“OEMs”), and other channels throughout the world, as well as direct sales to end users.
We currently have over 1,000 unique patents reflective of our technology portfolio and deep domain knowledge to deliver specific, targeted solutions quickly and cost-effectively to each of the vertical markets we serve. Our patent portfolio is continuously updated with new patent grants that emerge from our investments in research and development.
We currently have over 1,000 unique patents reflective of our technology portfolio and deep domain knowledge to deliver specific, targeted solutions quickly and cost-effectively to each of the vertical markets we serve. Our patent portfolio is continuously updated with new patent grants that emerge from our investments in R&D.
O rganic growth continues to be our primary focus, while acquisitions serve to enhance our market position. We acquire businesses that bring domain expertise, geographic presence, technology, products, and distribution capabilities that augment our portfolio and allow us to penetrate existing 2 Table of Contents markets more effectively, or to establish a market beachhead.
O rganic growth continues to be our primary focus, while acquisitions serve to enhance our market position. We acquire businesses that bring domain expertise, geographic presence, technology, products, and distribution capabilities that augment our portfolio and allow us to penetrate existing markets more effectively, or to establish a market beachhead.
Allison received a Bachelor’s degree in English Literature from Portland State University and her JD from Lewis & Clark Law School. Ronald J. Bisio — Ronald Bisio currently serves as senior vice president in charge of advanced positioning, agriculture industry solutions, civil construction field systems, and geospatial business operations.
Allison received a bachelor’s degree in English Literature from Portland State University and her JD from Lewis & Clark Law School. Ronald J. Bisio — Ronald Bisio currently serves as senior vice president in charge of the Field Systems segment, responsible for advanced positioning, agriculture industry solutions, civil construction field systems, and geospatial business operations.
Allison was general counsel at Tripwire, and prior to that she was the assistant general counsel and director of human resources and corporate compliance for EthicsPoint (now NAVEX Global). Prior to those roles, Ms. Allison clerked for the Oregon Supreme Court. Ms.
Allison was general counsel at Tripwire, and prior to that she was the assistant 9 Table of Contents general counsel and director of human resources and corporate compliance for EthicsPoint (now NAVEX Global). Prior to those roles, Ms. Allison clerked for the Oregon Supreme Court. Ms.
To deliver on that commitment, we benchmark and set pay ranges based on market data and consider factors such as an employee’s role, their experience, their performance, and the region in which they live. We also regularly review our compensation practices to ensure our pay is fair and equitable.
To deliver on that commitment, we benchmark, and set pay ranges based on market data and consider factors such as an employee’s role, their experience, their performance, and the cost of living in the region in which they live. We also regularly review our compensation practices to help ensure our pay is fair and equitable.
Through transparency, good governance, and a deep commitment to sustainability and ethics, we continue operating from a strong foundation of integrity now and in the future. Supported by the Audit Committee, People and Compensation Committee, and Nominating and Corporate Governance Committee, the Board of Directors has oversight for our sustainability strategy, commitments, and accountability for risk management.
Through transparency, good governance, and a deep commitment to sustainability and ethics, we continue operating from a strong foundation of integrity now and in the future. Supported by the Audit Committee, People and Compensation Committee, and Nominating and Corporate Governance Committee, the Board of Directors reviews, monitors, and guides our sustainability strategy, commitments, and accountability for risk management.
We provide our employees and their families with access to a variety of innovative, flexible, and convenient health and wellness programs that offer choice where possible, so they can customize their benefits to meet their needs and the needs of their families.
Accordingly, we are committed to the health, safety, and wellness of our employees. We provide our employees and their families with access to a variety of innovative, flexible, and convenient health and wellness programs that offer choice where possible, so they can customize their benefits to meet their needs and the needs of their families.
Sales are supported by our own offices located in over 40 countries around the world. • Optimized go-to-market strategies to best access our markets. We utilize vertically focused go-to-market strategies that leverage domain expertise to best serve the needs of individual markets both domestically and abroad.
Sales are supported by our own offices located in over 40 countries around the world. 2 Table of Contents • Optimize go-to-market strategies to best access our markets. We utilize vertically focused go-to-market strategies that leverage domain expertise to best serve the needs of individual markets both domestically and abroad.
We hold over 1,000 unique issued and enforceable patents covering key technology areas, including precision GNSS, optical and inertial positioning solutions, artificial intelligence and machine learning, IoT, cloud computing, laser scanning, 3D modeling, point cloud processing, augmented reality, and many others. Our patent portfolio is continuously updated with new patent grants that emerge from our investments in research and development.
We hold over 1,000 unique issued and enforceable patents covering key technology areas, including precision GNSS, optical and inertial positioning solutions, AI and machine learning, IoT, cloud computing, laser scanning, 3D modeling, point cloud processing, augmented reality, and many others. Our patent portfolio is continuously updated with new patent grants that emerge from our investments in R&D.
These software and services solutions integrate and optimize additional workflows for our customers, thereby improving their work productivity, and in the case of subscription, maintenance, and support services, also provide us with enhanced business visibility over time.
Together, our software and services solutions integrate and optimize additional workflows for our customers, with increasing use of AI, thereby improving their work productivity, and in the case of subscription, maintenance, and support services, also provide us with enhanced business visibility over time.
With the emergence of mobile and cloud computing capabilities, the increasing technological know-how of end users, and compelling return on investment, we believe many of our markets are attractive for substituting Trimble’s technology and solutions in place of traditional operating methods . • Domain knowledge and technological innovation that benefit a diverse customer base.
With the growth in mobile and cloud computing capabilities, the increasing technological know-how of end users, and compelling return on investment, we believe many of our markets continue to be attractive for substituting Trimble’s technology and solutions in place of traditional operating methods . • Capitalize on domain knowledge and technological innovation that benefit a diverse customer base.
Painter —Robert Painter became Trimble’s president and chief executive officer in January 2020. From 2016 through 2019, he served as the Company’s chief financial officer. Prior to that, Mr.
Painter —Robert Painter has been Trimble’s president and chief executive officer since January 2020. From 2016 through 2019, he served as the Company’s chief financial officer. Prior to that, Mr.
Sawarynski joined the Company in 2009 as a finance director, first in the Company’s agriculture division from 2009 to 2011 and then in the Company’s geospatial business segment from 2011 to 2013. Prior to joining the Company, Mr.
Sawarynski joined Trimble in 2009 as a finance director, first in Trimble’s agriculture division from 2009 to 2011 and then in Trimble’s geospatial business segment from 2011 to 2013. Prior to joining Trimble, Mr.
Our customers in this area benefit from using our products including significantly improved productivity in both field and office activities, improved safety through non-contact measurement and detection of potentially dangerous ground or structure movement, and improved data flow that enables better decision making. 4 Table of Contents Geographic Information Systems .
Our customers in this area benefit from using our products, including significantly improved productivity in both field and office activities, improved safety through non-contact measurement and detection of potentially dangerous ground or structure movement, and improved data flow that enables better decision-making. Civil Engineering Construction.
For further financial information about our segments, see Note 7 “Reporting Segment and Geographic Information” of this report. Buildings and Infrastructure The Buildings and Infrastructure segment primarily serves customers working in architecture, engineering, construction, design, asset management, operations, and maintenance.
For further financial information about our segments, see Note 7 “Reporting Segment and Geographic Information” in Item 8 of this report. Architects, Engineers, Construction and Owners The AECO segment primarily serves customers working in architecture, engineering, construction, design, asset management, operations, and maintenance.
It’s what guides our innovations and investments. It’s what drives us to build resilience for our company and our customers, to empower people, including our employees and partners, and to lead with integrity in all that we do.
It’s what guides our innovations and investments. It’s what drives us to build resilience for our company and our customers, to foster our people and culture, and to lead with integrity in all that we do.
We sell and distribute our products in the Building and Infrastructure segment through both a direct sales force and global networks of independent distributors with expertise and customer relationships in the respective markets, including SITECH Technology dealers, which serve the civil construction industry, and BuildingPoint dealers, which serve the building construction industry.
We sell and distribute our products in the Field Systems segment primarily through global networks of independent distributors with expertise and customer relationships in the respective markets, including SITECH Technology dealers, which serve the civil construction industry, and BuildingPoint dealers, which serve the building construction industry.
We actively manage the intellectual property used in the development, operations, and sales of our products and services. We also own numerous trademarks and service marks that contribute to the identity and recognition of Trimble and that of its global products and services.
We actively manage the intellectual property used in the development, operations, and sales of our products and services. We also own numerous trademarks and service marks that contribute to the identity and recognition of Trimble and that of its global products and services. Sustainability We value sustainability, and we are taking action to harness our potential to address global challenges.
She joined Trimble in December of 2006 as vice president of finance and was appointed chief accounting officer in May 2007. Prior to joining Trimble, she served as vice president of finance and corporate controller at Quantum Corporation.
Shepard —Julie Shepard has been Trimble’s chief accounting officer since May 2007. She joined Trimble in December 2006 as vice president of finance. Prior to joining Trimble, she was vice president of finance and corporate controller at Quantum Corporation.
Our Trimble Construction Cloud creates a connected data environment for online collaboration, the ability to author unique workflows that connect the digital and physical worlds, and the power to dynamically orchestrate design coordination in the cloud from wherever project stakeholders may be.
Our cloud based solutions in construction create a connected data environment for online collaboration; workflows which connect the digital and physical worlds; and the power to dynamically orchestrate design coordination in the cloud from wherever project stakeholders may be.
No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of any information on such websites. Information about our Executive Officers The names, ages, and positions of our executive officers as of February 26, 2024, are as follows: Name Age Position Robert G. Painter 52 President and Chief Executive Officer David G.
No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of any information on such websites. Information about our Executive Officers The names, ages, and positions of our executive officers as of April 25, 2025, are as follows: Name Age Position Robert G.
Manufacturing We outsource the manufacturing of many of our hardware products to our key contract manufacturing partners that include Jabil and Benchmark Electronics Inc. Our contract manufacturing partners are responsible for significant material procurement, assembly, and testing.
Changes in global macroeconomic conditions could also impact the level of seasonality we experience. Manufacturing We outsource the manufacturing of many of our hardware products to our key contract manufacturing partners that include Jabil and Benchmark Electronics Inc. Our contract manufacturing partners are responsible for significant material procurement, assembly, and testing.
These go-to-market capabilities include independent dealers, joint ventures including with Caterpillar and Nikon, OEM, and distribution alliances with key partners, as well as direct sales to end users, which provide us with broad market reach and localization capabilities to effectively serve our markets. • Strategic acquisitions, joint ventures, and investments .
These go-to-market capabilities include: independent dealers; joint ventures, including with Caterpillar, AGCO, and Nikon; OEM arrangements; distribution alliances with key partners; and direct sales to end users. This combination of channels provides us with broad market reach and localization capabilities to effectively serve our markets. • Pursue strategic and targeted acquisitions, divestitures, joint ventures, and investments .
Schwartz served as vice president and general manager of Trimble’s civil construction software business 10 Table of Contents from January 2020 until September 2020 and as chief operating officer of virtual site solutions, a joint venture between Trimble and Caterpillar from April 2017 to January 2020.
Schwartz served as vice president and general manager of Trimble’s civil construction software business from January 2020 until September 2020 and as chief operating officer of virtual site solutions, a joint venture between Trimble and Caterpillar from April 2017 to January 2020. Mr. Schwartz holds a Bachelor of Science from Bryant University in Smithfield, Rhode Island. Julie A.
Painter held a variety of positions in the Company, including vice president of Trimble Buildings construction software, general manager of the Intelligent Construction Tools international joint venture, general manager of Construction Services, and leadership positions in corporate development and corporate strategy. Before joining the Company in 2006, Mr.
Painter held a variety of positions in the Company, including vice president of Trimble Buildings construction software, general manager of the Intelligent Construction Tools international joint venture, general manager of Construction Services, and leadership positions in corporate development and corporate strategy. Mr. Painter holds a bachelor’s degree in finance from West Virginia University and an MBA from Harvard University.
Between 1996 and 2014, he served in a number of leadership roles at Trimble, including as vice president of channel development; as general manager for the mapping, GIS, and utilities business; and in a variety of product management, marketing, and sales management roles. Dr.
He was appointed to that position when he rejoined Trimble in December 2020, having earlier served with the Company between 1996 and 2014 in a number of leadership roles, including as vice president of channel development; as general manager for the mapping, GIS, and utilities business; and in a variety of product management, marketing, and sales management roles.
Trimble and AGCO’s shared vision is to create a global leader in mixed fleet smart farming and autonomy solutions that delivers on our collective strategy to better serve farmers with factory fit and aftermarket applications in the mixed fleet precision agriculture market. T he proposed transaction is expected to close in the first half of 2024.
Trimble and AGCO’s shared vision is to create a global leader in mixed fleet smart farming and autonomy solutions that delivers on our collective strategy to better serve farmers with factory fit and aftermarket applications in the mixed fleet precision agriculture market. Business Segments and Markets Our segments are distinguished by the markets they serve.
Our suite of solutions includes field-based data collection systems and field software, real time communications systems, and back-office software for data processing, modeling, monitoring, reporting, and analysis.
Our solutions replace less productive conventional methods of surveying, mapping, 2D or 3D modeling, monitoring, measurement, reporting, and analysis. Our suite of solutions includes field-based data collection systems and field software, real-time communications systems, and back-office software for data processing, modeling, monitoring, reporting, and analysis.
Mark Schwartz — Mark Schwartz was appointed senior vice president in November 2023 responsible for Trimble’s construction enterprise solutions, civil infrastructure design and engineering, and owner and public sector businesses. Prior to that, Mr.
Mark Schwartz — Mark Schwartz currently serves as senior vice president of the AECO segment, responsible for Trimble’s construction enterprise solutions, civil infrastructure design and engineering, and owner and public sector businesses. Prior to that, Mr.
Our leaders inspire purpose and vision, engage to draw out the best from each other, and strive to achieve meaningful results. This mindset shapes how we treat one another and how we serve our customers, colleagues, and stockholders.
Our leaders inspire purpose and vision, engage to draw out the best from each other, and strive to achieve meaningful results. This mindset shapes how we treat one another and how we serve our customers, colleagues, and stockholders. At the end of 2024, we employed over 12,100 full-time and part-time employees, the overwhelming majority of which were full-time employees.
Barnes 62 Chief Financial Officer Jennifer Allison 51 Vice President, General Counsel and Secretary Ronald J. Bisio 55 Senior Vice President Peter Large 54 Senior Vice President Phillip Sawarynski 51 Vice President, Treasurer Mark Schwartz 49 Senior Vice President Julie A. Shepard 66 Chief Accounting Officer Robert G.
Painter 53 President and Chief Executive Officer Phillip Sawarynski 52 Chief Financial Officer Jennifer Allison 52 Vice President, General Counsel and Secretary Ronald J. Bisio 56 Senior Vice President Chris Keating 54 Senior Vice President Peter Large 55 Senior Vice President Mark Schwartz 50 Senior Vice President Julie A. Shepard 67 Chief Accounting Officer Robert G.
This strategy contains two elements. 1 Table of Contents ◦ The first element, Connect, aims to connect more customer workflows, industry lifecycles, and solution offerings, so that we can continue to transform the way our customers work. This includes integrating more of our customers’ data through cloud offerings and making more of our solutions available on a subscription basis.
This strategy contains two elements. 1 Table of Contents ◦ The first element, Connect , is about connecting more customer workflows, industry lifecycles, and solution offerings so that we can continue to transform the way our customers work.
Barnes also serves as a board member and chair of the Audit Committee of CSG Systems International. Jennifer Allison — Jennifer Allison became Trimble's general counsel and corporate secretary in April 2023, having served as general counsel for Trimble’s Construction Sector since July 2018, when Trimble acquired Viewpiont, where she had served as general counsel since 2016. Previously, Ms.
Jennifer Allison — Jennifer Allison became Trimble's general counsel and corporate secretary in April 2023, having served as general counsel for Trimble’s Construction Sector since July 2018, when Trimble acquired Viewpoint, where she had served as general counsel since 2016. Previously, Ms.
We provide enterprise and mobility solutions focused on business intelligence and data analytics, safety and regulatory compliance, navigation and routing, freight brokerage, supply chain visibility and final mile, and transportation management and fleet maintenance. Within this segment, our most substantial product portfolio addresses the truckload freight market.
We provide enterprise and mobility solutions focused on business intelligence and data analytics, safety and regulatory compliance, navigation and routing, freight brokerage, AI-powered transportation procurement, supply chain visibility and final mile, and transportation management and fleet maintenance.
We manufacture our optics-based products, as well as some of our GPS products, at our plants in Dayton, Ohio and Danderyd, Sweden .
We manufacture our optics-based products, as well as some of our GPS products, at our plants in Dayton, Ohio and Danderyd, Sweden . Some of these products or portions of these products are also subcontracted to third parties for assembly.
As we extend our software and services offerings to cover the full set of construction lifecycle management solutions used by construction owners, designers, and construction companies, we increasingly compete with large established companies that offer similar systems across all industries. We compete principally on the basis of innovation, differentiated products, domain expertise, service, quality, and geographic reach.
Competitors in this segment are typically companies that produce software specific to the construction process. As we extend our software and services offerings to cover the full set of construction lifecycle management solutions used by construction owners, designers, and construction companies, we increasingly compete with large established companies that offer similar systems across all industries.
Sawarynski served as the Company’s treasurer since 2018, as well as managing director and co-head of Trimble Ventures since 2021, and vice president of corporate development since 2022.
Phillip Sawarynski —Phillip Sawarynski became Trimble’s chief financial officer in August 2024, having previously served as Trimble’s treasurer since 2018, as well as managing director and co-head of Trimble Ventures since 2021, and vice president of corporate development since 2022.
W e compete principally on the basis of robust performance, ease of use, domain expertise, customer support, price, interoperability, interconnectedness, and the completeness of our solutions. Transportation Our transportation solutions provide capabilities for the long-haul trucking and freight shipper markets to create a connected supply chain and integrate all forms of transportation, drivers, back-office management, shippers, and freight.
Our transportation solutions provide capabilities for the long-haul trucking and freight shipper markets to create a connected supply chain and integrate all forms of transportation, drivers, back-office management, shippers, and freight.
Connected software applications and cloud platform services are key elements of our solutions and account for a steadily increasing portion of our business. Our software enhances a broad range of other products and systems to allow our customers to optimize their work toward targeted outcomes and improve their decision-making and productivity.
Our software enhances a broad range of other products and systems to allow our customers to optimize their work toward targeted outcomes and improve their decision-making and productivity.
The transportation management system serves as a central hub from which the core operations of transportation organizations are managed, data is stored and analyzed, and mission critical business processes are automated.
In addition to cloud-hosted solutions, we also integrate our applications and services directly into the customer’s IT infrastructure. The transportation management system serves as a central hub from which the core operations of transportation organizations are managed, data is stored and analyzed, and mission-critical business processes are automated.
Research and Development and Intellectual Property We believe that our competitive position is maintained through the development and introduction of new products, including software and services. Trimble delivers digital technologies that enhance the physical world by integrating and connecting industry workflows, stakeholders, and data, while modernizing its interfaces and business models to make it easier for customers to do business.
Trimble delivers digital technologies that enhance the physical world by integrating and connecting industry workflows, stakeholders, and data, while modernizing its interfaces and business models to make it easier for customers to do business.
Trimble software capabilities include extensive three-dimensional (“3D”) modeling, analysis, planning and design solutions as well as a large suite of domain-specific software applications used across industries including construction, geospatial, agriculture, utilities, and transportation. Our software is sold as perpetual licenses, term licenses, or subscription services and can be provisioned for on-premise, and increasingly, hosted as Software as a Service (“SaaS”).
Trimble software capabilities include extensive three-dimensional (“3D”) modeling, analysis, planning and design solutions, AI capabilities, as well as a large suite of domain-specific software applications used across industries including construction, geospatial, utilities, and transportation.
We also maintain a joint venture with Hilti, which focuses on the joint development of measuring solutions for the building construction trades and the integration of data for construction management.
We also maintain a joint venture with Hilti, which focuses on the joint development of measuring solutions for the building construction trades and integrating data for construction management. Positioning Services. Trimble Positioning Services serves customers in a variety of end markets, including agriculture, construction, geospatial, automotive, and other markets.
She is a member of the AICPA, Financial Executives Institute, and the Institute of Management Accounting, where she currently serves on the Sustainable Business Management - Global Task Force. 11 Table of Contents
She is a member of the AICPA, Financial Executives Institute, and the Institute of Management Accounting. 10 Table of Contents
When end users interact on a shared, online platform, the overall value that is created increases as the number of end-user participants increases. This network effect means that the willingness of developers, partners, or end users to engage increases as the number of network participants grows, which further enhances the platform experience and end-user value.
This network effect also means that the willingness of developers, partners, or end users to engage increases as the number of network participants grows, which further enhances the platform experience and end-user value. • Deliver customer outcomes that can enable productivity, quality, safety, transparency, and environmental sustainability.
Our Trimble Foundation Fund (the “Foundation”) aligns international philanthropic efforts by giving back to the communities where Trimble does business and helping those in need. The Foundation focuses on three key areas within our communities (i) Disaster and Climate Resilience, (ii) Female Education and Empowerment, and (iii) Advancing Diversity, Equity, and Inclusion.
Our Trimble Foundation Fund (the “Foundation”) aligns international philanthropic efforts by giving back to the communities where Trimble does business and helping those in need.
Business Segments and Markets Our segments are distinguished by the markets they serve. Each segment consists of businesses that are responsible for product development, marketing, sales, strategy, and financial performance. We report our financial performance, including revenue and operating income, based on four reportable segments: Buildings and Infrastructure, Geospatial, Resources and Utilities, and Transportation.
Each segment consists of businesses that are responsible for product development, marketing, sales, strategy, and financial performance. We report our financial performance, including revenue and operating income, based on three reportable segments: Architects, Engineers, Construction and Owners (“AECO”), Field Systems, and Transportation and Logistics (“T&L”).
However, overall, as a company, we are experiencing less seasonality as a result of diversification of our businesses across segments and the increased impact of software and subscription revenue. Changes in global macroeconomic conditions could also impact the level of seasonality we experience.
Seasonality of Business Construction equipment revenue, within our Field Systems segment, historically has been higher in early spring. However, overall, as a company, we are experiencing less seasonality as a result of the diversification of our businesses across segments and the increased impact of software and subscription revenue.
Bisio earned an MBA from the University of Denver, a Master of Regional Planning from the University of Massachusetts, and a Bachelor of Science in Cartography from Salem State University in Salem, Massachusetts. Peter Large —Peter Large currently serves as senior vice president in charge of strategy, corporate development, corporate partnerships and alliances, and Trimble’s office of technology innovation.
Mr. Keating holds a bachelor’s degree in Mechanical Engineering from Clarkson University and an MBA from Carnegie Mellon University. Peter Large —Peter Large currently serves as senior vice president in charge of strategy, corporate development, corporate partnerships and alliances, and Trimble’s Office of Technology Innovation.
To help us drive toward a net-zero future, we are working to (i) cut our Greenhouse Gas (GHG) footprint in half by 2030, (ii) source 100% renewable energy by 2025, and (iii) engage 70% of our suppliers to set their own science-based targets by 2026.
Guided by our Science-Based Targets initiative (SBTi), approved enterprise-level GHG emissions reduction targets, we continue to work towards (i) cutting our GHG footprint in half by 2030; (ii) source 100% renewable energy by 2025; and (iii) engage 70% of our suppliers to set their own science-based emission reduction targets by 2026 .
As further described in the below Human Capital section, we are focused on building a welcoming, diverse, equitable, and inclusive workplace. We believe our diversity makes us stronger and better able to solve complex problems for our customers. 7 Table of Contents Leading with Integrity. We are dedicated to leadership principles that ensure excellence in all we do.
As further described in the below Human Capital section, our focus on our values enables our employees to do their best work and empowers them to better solve complex problems for our customers and the communities that we serve. Leading with Integrity. We are dedicated to leadership principles that ensure excellence in all we do.
We also sell many of our software solutions through our own direct sales force, to asset owners and clients, contractors, sub-contractors, and consulting engineers. Competitors in this segment are typically companies that provide optical, laser, or GNSS positioning products as well as companies that produce software specific to the construction process.
We also sell many of our software solutions through our own direct sales force when bundled into Trimble’s Construction One offering to contractors, sub-contractors, and consulting engineers. Major competitors in this segment are typically survey instrument companies that provide software-driven 3D measurement and imaging solutions.
He was appointed to that position when he rejoined Trimble in December 2020, having earlier served with the Company as described below. Prior to re-joining Trimble, he was a research solutions strategist with Boeing’s Digital Solutions and Analytics business from 2019 to 2020.
Prior to re-joining Trimble, he obtained a doctoral degree and then was a research solutions strategist with Boeing’s Digital Solutions and Analytics business from 2019 to 2020. Dr.
Meanwhile in our Transportation business, the Trimble Transportation Cloud, for example, provides shippers and carriers with the critical information they need to make more informed bid and contract award decisions, while our Transporeon business creates a marketplace for shippers, forwarders, carriers, and retailers to connect online and digitize their end-to-end transportation management processes. ◦ The second element, Scale, allows cloud enablement, which raises the bar with shared, on-demand services that empower network participants to proactively contribute to organic value creation and delivery, directly and with fewer intermediaries.
Meanwhile in our Transportation business, the Trimble Transportation Cloud, for example, provides shippers and carriers with the critical information they need to make more informed bid and contract award decisions, while our Transporeon business creates a marketplace for shippers, forwarders, carriers, and retailers to connect online and digitize their end-to-end transportation management processes. ◦ The second element, Scale , is about investing in the people, processes, and technologies that are necessary to streamline and standardize our internal processes, providing a seamless experience for our customers as they engage with our connected solutions, and enabling us to continue to grow our business efficiently and effectively for many years into the future.
Business Strategy Our growth strategy is centered on multiple elements: • Executing on our Connect and Scale strategy. We continue to focus on executing our multi-year platform strategy.
Our global operations include major research, development, manufacturing, and logistics operations in the United States, the Netherlands, India, Germany, Finland, Canada, New Zealand, the United Kingdom, and Sweden. Business Strategy Our growth strategy is centered on multiple elements: • Execute on our Connect & Scale strategy. We continue to focus on executing our multi-year platform strategy.
Some of these products or portions of these products are also subcontracted to third parties for assembly. 6 Table of Contents Our primary design, manufacturing, and distribution sites in Dayton, Ohio; Sunnyvale, California; Eindhoven, Netherlands; and Danderyd, Sweden are registered to ISO9001:2015 covering the design, production, distribution, and servicing of our products.
Our primary design, manufacturing, and distribution sites in Dayton, Ohio; Sunnyvale, California; Eindhoven, Netherlands; and Danderyd, Sweden are registered to ISO9001:2015 covering the design, production, distribution, and servicing of our products. Research and Development and Intellectual Property We believe that our competitive position is maintained through the development and introduction of new products, including software and services.
Additionally, we delivered multiple feature releases in our powerful Trimble Access field software, Trimble Business Center office software, Trimble 4D Control Monitoring software, as well as TerraFlex and TerraOffice enabling productivity gains through improved connectivity, simplicity, and efficiency enhancements for survey, mapping, and construction professionals.
Additionally, we delivered multiple feature releases in our powerful (i) Trimble Access field software; (ii) Trimble Business Center office software; (iii) Trimble 4D Control monitoring software; as well as (iv) TerraFlex and TerraOffice software. Our software development continues to be focused on driving productivity through enhanced connectivity, supporting strategic industry workflows by delivering connected workflows and emphasizing interoperability.
In addition to base salaries, certain roles are eligible to participate in short-term and long-term incentive plans . We offer market-competitive benefit programs (that vary by country/region), which include health and wellness benefits, life insurance and disability benefits, flexible savings accounts, paid time off, parental and family leave, employee support programs, retirement plans, and an employee stock purchase plan.
In addition to base salaries, certain roles are eligible to participate in short-term and long-term incentive plans . We offer comprehensive, market-competitive benefit programs tailored to the needs of our global workforce (which vary by country and region).

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, the risks and uncertainties associated with the new JV include that (i) we may fail to realize the anticipated benefits of our noncontrolling stake in the JV, (ii) the closing of the proposed transaction is subject to conditions that may not be satisfied or may take longer to be satisfied than expected, (iii) the benefits from the long-term Supply Agreement, the Technology Transfer and License Agreement, the Trademark License Agreement, and the Transition Services Agreement with the JV will be dependent upon the JV’s ability to successfully develop and market products, (iv) unanticipated difficulties may arise in separating the precision agriculture business, (v) unanticipated factors may arise affecting the cost of operating the JV as a standalone business, (vi) we may be unable to successfully integrate AGCO's JCA Technologies business into the JV, (vii) the use of proceeds may be affected by market conditions and alternative uses that become more attractive over time, (viii) the development of technology synergies will depend on the level of research and development spending and the success of future innovation, and (ix) we may fail to obtain governmental or regulatory approval that may be required for the proposed transaction, or that, if such approval is obtained, the approval may be obtained subject to unexpected conditions.
Biggest changeThe risks and uncertainties associated with the new JV include that (i) we may fail to realize the anticipated benefits of our non-controlling stake in the JV, (ii) the benefits from the various agreements entered into concurrently with forming the JV (specifically, a long-term supply agreement, a technology transfer and license agreement, a trademark license agreement, and a transition services agreement) will be dependent upon the JV’s ability to successfully develop and market products, (iii) unanticipated factors may arise that affect the cost of operating the JV as a standalone business, (iv) we may be unable to successfully integrate AGCO’s JCA Technologies business into the JV, and (v) the development of technology synergies will depend on the level of research and development spending and the success of future innovation.
Pursuant to our Connect and Scale strategy, we are investing substantial resources in integrating our product offerings and transitioning our businesses to common core services and systems to achieve economies of scale, simplify our operations, and improve the customer experience.
Pursuant to our Connect & Scale strategy, we are investing substantial resources in integrating our product offerings and transitioning our businesses to common core services and systems to achieve economies of scale, simplify our operations, and improve the customer experience.
Our development stage products may not be successfully completed or, if developed, may not achieve significant customer acceptance. Development and manufacturing schedules for technology products are difficult to predict, and we might not achieve our goals as to the timing of introducing new technology products or could encounter increased costs.
Our development-stage products may not be successfully completed or, if developed, may not achieve significant customer acceptance. Development and manufacturing schedules for technology products are difficult to predict, and we might not achieve our goals as to the timing of introducing new technology products, or we could encounter increased costs.
If we are unable to effectively integrate, streamline and manage our diverse and complex businesses and operations, our ability to generate growth and revenue from new or existing customers may be adversely affected Because our operations are geographically diverse and increasingly complex, our personnel resources and infrastructure could become strained, and our reputation in the market and our ability to successfully manage and grow our business may be adversely affected.
If we are unable to effectively integrate, streamline, and manage our diverse and complex businesses and operations, our ability to generate growth and revenue from new or existing customers may be adversely affected Because our operations are geographically diverse and complex, our personnel resources and infrastructure could become strained, and our reputation in the market and our ability to successfully manage and grow our business may be adversely affected.
The continuing availability of these non-GNSS radio frequencies is essential to provide enhanced GNSS products to our precision survey, agriculture, and construction machine controls markets. In addition, transmissions and emissions from other services and equipment operating in adjacent frequency bands or in-band may impair the utility and reliability of our products.
The continuing availability of these non-GNSS radio frequencies is essential to provide enhanced GNSS products to our precision survey, and construction machine controls markets. In addition, transmissions and emissions from other services and equipment operating in adjacent frequency bands or in-band may impair the utility and reliability of our products.
Our disclosures on these matters, and standards we set for ourselves or a failure to meet these standards, may influence our reputation and the value of our brand. For example, we have elected to share publicly our commitments and ongoing efforts in our Sustainability Report, where we address the importance of ESG matters to our stakeholders and our Company.
Our disclosures on these matters, and standards we set for ourselves or a failure to meet these standards, may influence our reputation and the value of our brand. For example, we have elected to share publicly our commitments and ongoing efforts in our Sustainability Report, where we address the importance of sustainability matters to our stakeholders and our Company.
As a result, our business, financial condition, and results of operations, including our ability to design, develop, or sell products, has been and may continue to be adversely affected by a number of factors outside of our control, including: • global and local economic conditions, such as inflation and recession; • the demand and cost of commodities, such as corn and oil; • the strength of the agricultural, engineering and construction, and transportation markets; • inadequate infrastructure and other disruptions, such as supply chain interruptions and large-scale outages or unreliable provision of services from utilities, transportation, data hosting, or telecommunications providers; • government restrictions on our operations in any country, or restrictions on our ability to repatriate earnings from a particular country; • differing employment practices and labor issues and the challenges and costs of staffing and managing a global workforce; • imposition of new and changing trade barriers, including trade sanctions, duties, tariffs, and import or export licensing requirements or restrictions; • compliance with differing local laws and regulations, including those relating to privacy, labor, and local content; • ineffective legal protection of our IP rights in certain countries or difficulties procuring or enforcing our IP rights; • volatile geopolitical conditions, including significant regional military conflicts and political and economic instability, in countries where we do business; • local business and cultural factors that differ from our normal standards and practices, which can include longer payment cycles and difficulties in enforcing agreements and collecting receivables in certain foreign jurisdictions; • fluctuations in currency rates; and • uncertainty regarding social, political, including elections, immigration, tax, and trade policies in the U.S. and abroad.
As a result, our business, financial condition, and results of operations, including our ability to design, develop, or sell products, has been and may continue to be adversely affected by a number of factors outside of our control, including: • global and local economic conditions, such as inflation and recession; • the strength of the engineering, construction, and transportation markets; • the demand and cost of commodities; • inadequate infrastructure and other disruptions, such as supply chain interruptions and large-scale outages or unreliable provision of services from utilities, transportation, data hosting, or telecommunications providers; • government restrictions on our operations in any country, or restrictions on our ability to repatriate earnings from a particular country; • differing employment practices and labor issues and the challenges and costs of staffing and managing a global workforce; • imposition of new and changing trade barriers, including trade sanctions, duties, tariffs, and import or export licensing requirements or restrictions; • compliance with differing local laws and regulations, including those relating to privacy, labor, and local content; • ineffective legal protection of our IP rights in certain countries or difficulties procuring or enforcing our IP rights; • volatile geopolitical conditions, including significant regional military conflicts and political and economic instability, in countries where we do business; • local business and cultural factors that differ from our normal standards and practices, which can include longer payment cycles and difficulties in enforcing agreements and collecting receivables in certain foreign jurisdictions; • fluctuations in currency rates; and • uncertainty regarding social, political, immigration, tax, and trade policies in the U.S. and abroad.
Because our future success is dependent on our ability to continue to enhance and introduce new products, we are particularly dependent on our ability to hire and retain qualified engineers, including in areas of technology such as GNSS, software programming, information systems, and data analytics.
Because our future success is dependent on our ability to continue to enhance and introduce new products, we are particularly dependent on our ability to hire and retain qualified engineers, including in areas of technology such as GNSS, software programming, information systems, data analytics, and AI.
Acquisitions entail numerous risks, including: • potential inability to successfully integrate acquired operations and products or to realize cost savings or other anticipated benefits from integration; • loss of key employees or customers of acquired operations; • difficulty of assimilating geographically dispersed operations and personnel of the acquired companies; • potential disruption of our business or the acquired business; • unanticipated expenses related to acquisitions; • unanticipated difficulties in conforming business practices, policies, procedures, internal controls, and financial records of acquisitions with our own business; • impairment of relationships with employees, customers, vendors, distributors or business partners of either an acquired company or our own business; • inability to accurately forecast the performance of recently acquired businesses, resulting in unforeseen adverse effects on our operating results; • potential liabilities, including liabilities resulting from known or unknown compliance or legal issues, associated with an acquired business; and • adverse accounting impact to our results of operations because of purchase accounting treatment and the business or accounting practices of acquired companies.
Acquisitions entail numerous risks, including: • potential inability to successfully integrate acquired operations and products or to realize cost savings or other anticipated benefits from integration; • loss of key employees or customers of acquired operations; • difficulty of assimilating geographically dispersed operations and personnel of the acquired companies; • potential disruption of our business or the acquired business; • unanticipated expenses related to acquisitions; • unanticipated difficulties in conforming business practices, policies, procedures, internal controls, and financial records of acquisitions with our own business; • impairment of relationships with employees, customers, vendors, distributors, or business partners of either an acquired company or our own business; 14 Table of Contents • inability to accurately forecast the performance of recently acquired businesses, resulting in unforeseen adverse effects on our operating results; • potential liabilities, including liabilities resulting from known or unknown compliance or legal issues, associated with an acquired business; and • adverse accounting impact to our results of operations because of purchase accounting treatment and the business or accounting practices of acquired companies.
Future disruptions could occur as a result of any number of events, such as: • inflationary cost increases, • increases in wages that drive up prices of labor, 12 Table of Contents • the imposition of new regulations, quotas or embargoes on components, • a scarcity of, or significant increase in the price of, raw materials or required components for our products, • trade restrictions, tariffs, or duties, • fluctuations in currency exchange rates, • transportation failures affecting the supply chain and shipment of materials and finished goods, • third party interference in the integrity of the products sourced through the supply chain, • severe weather conditions or natural disasters, • civil unrest, military conflicts, geopolitical developments, war or terrorism, and • disruptions in utility and other services.
Future disruptions could occur as a result of any number of events, such as: • inflationary cost increases; • trade restrictions, tariffs, or duties; • increases in wages that drive up prices of labor; • the imposition of new regulations, quotas, or embargoes on components; • a scarcity of, or significant increase in the price of, raw materials or required components for our products; • fluctuations in currency exchange rates; • transportation failures affecting the supply chain and shipment of materials and finished goods; • third party interference in the integrity of the products sourced through the supply chain; • severe weather conditions or natural disasters; • civil unrest, military conflicts, geopolitical developments, war, or terrorism; and • disruptions in utility and other services.
If we are not able to develop software and other solutions that address the increasingly sophisticated needs of our customers, or if we are unable to adapt to new platforms, technologies, or new industry standards that impact our markets, our ability to retain or increase market share could be adversely affected, harming our business, financial condition, and results of operations.
If we are not able to develop software and other solutions that address the increasingly sophisticated needs of our customers, or if we are unable to adapt to new platforms, technologies, including AI, or new industry standards that impact our markets, our ability to retain or increase market share could be adversely affected, harming our business, financial condition, and results of operations.
Our subscription models provide our customers the right to access certain of our software in a hosted environment or use downloaded software for a specified subscription period.
Our subscription models provide our customers with the right to access certain of our software in a hosted environment or use downloaded software for a specified subscription period.
We may be affected by fluctuations in currency exchange rates Over half of our revenue is derived from sales to customers outside of the U.S., and we are potentially exposed to adverse as well as beneficial movements in currency exchange rates. Historically, the majority of our revenue contracts are denominated in U.S.
We may be affected by fluctuations in currency exchange rates Approximately half of our revenue is derived from sales to customers outside of the U.S., and we are potentially exposed to adverse as well as beneficial movements in currency exchange rates. Historically, the majority of our revenue contracts are denominated in U.S.
The systems we rely upon also remain vulnerable to damage or interruption from a number of other factors, including access to the internet, the failure of our network or software systems, or significant variability in visitor traffic on our product websites, 17 Table of Contents earthquakes, floods, fires, power loss, telecommunication failures, computer viruses, human error, and similar events or disruptions.
The systems we rely upon also remain vulnerable to damage or interruption from a number of other factors, including access to the internet, the failure of our network or software systems, or significant variability in visitor traffic on our product websites, earthquakes, floods, fires, power loss, telecommunication failures, computer viruses, human error, and similar events or disruptions.
Market acceptance of such offerings is affected by a variety of factors, such as security, reliability, performance, current license terms, customer preference and industry adoption, social/community engagement, customer concerns with entrusting a third party to store and manage their data, public concerns 13 Table of Contents regarding privacy and the enactment of restrictive laws or regulations.
Market acceptance of such offerings is affected by a variety of factors, such as security, reliability, performance, current license terms, customer preference and industry adoption, social/community engagement, customer concerns with entrusting a third party to store and manage their data, public concerns regarding privacy, and the enactment of restrictive laws or regulations.
Customer satisfaction with our services is affected by a variety of factors, such as security, reliability, performance, concerns about data privacy, current subscription terms, customer preference, and industry adoption. If customers do not renew their contracts for our products, our maintenance and subscription revenue will decline, and our financial results will suffer.
Customer satisfaction with our services is affected by a variety of factors, such as security, reliability, performance, concerns 12 Table of Contents about data privacy, current subscription terms, customer preference, and industry adoption. If customers do not renew their contracts for our products, our maintenance and subscription revenue will decline, and our financial results will suffer.
If we fail to achieve, are perceived to have failed or been delayed in achieving, or improperly report our progress toward achieving our publicly stated goals and 24 Table of Contents commitments or compliance with U.S. and international ESG laws and regulations, our business reputation and our financial condition, and results of operations may be negatively impacted.
If we fail to achieve, are perceived to have failed or been delayed in achieving, or improperly report our progress toward achieving our publicly stated goals and commitments or compliance with U.S. and international ESG laws and regulations, our business reputation and our financial condition, and results of operations may be negatively impacted.
If a significant number of satellites were to become inoperable, 19 Table of Contents there could be a substantial delay before they are replaced with new satellites. A reduction in the number of operating satellites below the 24-satellite standard established for GPS may impair the utility of the GPS system and the growth of current and additional market opportunities.
If a significant number of satellites were to become inoperable, there could be a substantial delay before they are replaced with new satellites. A reduction in the number of operating satellites below the 24-satellite standard established for GPS may impair the utility of the GPS system and the growth of current and additional market opportunities.
Compliance with evolving product regulations in our major markets could require that we redesign our products, cease selling products in certain markets, and increase our costs of product development. An inability to obtain required certifications in a timely manner could adversely affect our ability to bring our products to market and harm our customer relationships.
Compliance with evolving product regulations in our major 20 Table of Contents markets could require that we redesign our products, cease selling products in certain markets, and increase our costs of product development. An inability to obtain required certifications in a timely manner could adversely affect our ability to bring our products to market and harm our customer relationships.
Any disruption or damage to our facility, operations, or inventory at our ARFC, whether as a result of a natural disaster or other catastrophic event, could significantly impair our ability to fulfill orders for our hardware products, including into Europe, which would negatively affect our results of operations.
Any disruption or damage to our facility, operations, or inventory at our ARFC, whether as a result of a natural disaster or other 23 Table of Contents catastrophic event, could significantly impair our ability to fulfill orders for our hardware products, including into Europe, which would negatively affect our results of operations.
Additionally, due to geopolitical tensions, such as the ongoing military conflict between Russia and Ukraine, we and our third-party vendors may be vulnerable to a heightened risk of cybersecurity attacks, phishing attacks, viruses, malware, ransomware, hacking or similar breaches and incidents from nation-state actors or affiliated actors, including attacks that could materially disrupt our systems and operations, supply chain, and ability to produce, sell, and distribute our products and services.
Additionally, due to geopolitical tensions, such as the developments in the conflict between Russia and Ukraine and other geopolitical tensions, we and our third-party vendors may be vulnerable to a heightened risk of cybersecurity attacks, phishing attacks, viruses, malware, ransomware, hacking, or similar breaches and incidents from nation-state actors or affiliated actors, including attacks that could materially disrupt our systems and operations, supply chain, and ability to produce, sell, and distribute our products and services.
Changes in our software and subscription businesses may adversely affect our revenue An increasing portion of our revenue is generated through software maintenance and subscription revenue, which includes “Software as a Service” (“ SaaS”) and new subscription services for integrated solutions.
Changes in our software and subscription businesses may adversely affect our revenue An increasing portion of our revenue is generated through software maintenance and subscription revenue, which includes Software as a Service (“ SaaS”) and new subscription services for integrated solutions.
In addition, to increase revenues, we will be required to increase the size and productivity of our sales and channel management groups. Competition for qualified employees in our major locations is intense.
In addition, to increase 15 Table of Contents revenues, we will be required to increase the size and productivity of our sales and channel management groups. Competition for qualified employees in our major locations is intense.
Our ability to make scheduled payments or to refinance our obligations with respect to indebtedness will depend on our operating and financial performance, which in turn, is subject to prevailing economic conditions and to financial, business, and 21 Table of Contents other factors beyond our control.
Our ability to make scheduled payments or to refinance our obligations with respect to indebtedness will depend on our operating and financial performance, which in turn, is subject to prevailing economic conditions and to financial, business, and other factors beyond our control.
In addition, software updates to GPS satellites and ground control segments, and infrequent known events such as GPS week number rollover, may adversely affect our products and customers. We depend on public access to open technical specifications in advance of system updates to mitigate these problems, which may not be available or complete.
In addition, natural phenomena such as solar storms, software updates to GPS satellites and ground control segments, and infrequent known constellation-related events, such as GPS week number rollover, may adversely affect our products and customers. We depend on public access to open technical specifications in advance of system updates to mitigate these problems, which may not be available or complete.
We have increasingly diversified the nature of our businesses both organically and by acquisition. As a result, an increasing amount of our business involves business models that require managerial techniques and skill sets that are different from those required to manage our historical core businesses.
We have increasingly diversified and modified the nature and mix of our businesses, both organically and by acquisitions and divestitures. As a result, an increasing amount of our business involves business models that require managerial techniques and skill sets that are different from those required to manage our historical core businesses.
The disruptions include extended delivery times for certain components of our hardware products and increased freight costs. These disruptions have had an adverse effect on our ability to meet customer demand and have resulted in delays in shipping products to customers and dealers.
The disruptions included extended delivery times for certain components of our hardware products and increased freight costs. 11 Table of Contents These disruptions had an adverse effect on our ability to meet customer demand and have resulted in delays in shipping products to customers and dealers.
The introduction of third party solutions embodying new, disruptive technologies and the emergence of new industry standards could make our existing and future software solutions and other products obsolete or non-competitive.
The introduction of third-party solutions embodying new, disruptive technologies, the potentially transformative impact of AI, and the emergence of new industry standards could make our existing and future software solutions and other products obsolete or non-competitive.
Civil unrest, local conflicts, or other 23 Table of Contents political instability may adversely impact regional economies, cause work stoppages, or result in limitations on business transactions with the affected jurisdictions.
Civil unrest, local conflicts, or other political instability may adversely impact regional economies, cause work stoppages, or result in limitations on business transactions with the affected jurisdictions.
National or European authorities may provide preferential access to signals to companies associated with their markets, including our competitors, which could harm our competitive position. Geopolitical tensions between the United States and Russia and China could also result in the restriction of our usage of such satellite signals. Use of non-U.S.
National or European authorities may provide preferential access to signals to companies associated with their markets, including our competitors, which could harm our competitive position. Geopolitical tensions could also result in the restriction of our usage of such satellite signals. Use of non-U.S.
The geopolitical conditions such as the ongoing military conflict in the Middle East and between Russia and Ukraine and related events and their impact on our suppliers and on international trade in general, have led to shortfalls in available components we need to make products as well as increased costs to obtain components, to make products, and to transport components and products.
The geopolitical conditions, such as the developments in the conflict between Russia and Ukraine and related events and their impact on our suppliers and on international trade in general, have previously led to shortfalls in available components we need to make products as well as increased costs to obtain components, to make products, and to transport components and products.
Our failure to form and maintain such alliances, or the preemption or disruption of such alliances by actions of competitors, could adversely affect our ability to sell our products to customers.
Our failure to form and maintain such alliances on commercially acceptable terms, or the preemption or disruption of such alliances by the actions of competitors, could adversely affect our ability to sell our products to customers.
Results in any period could be affected by: • changes in market demand; • competitive market conditions; • supply chain disruptions; • the amount of inventory that our dealer networks carry; • the timing of recognizing revenue; • fluctuations in foreign currency exchange rates; • the cost and availability of components; • the mix of our customer base and sales channels; • the mix of products sold; • pricing of products; • execution of objectives and key results; • changes in the U.S. or foreign policies on taxes, trade, or spending; • regional responses and restrictions related to global pandemics; and • other risks, including those described below.
Results in any period could be affected by: • changes in market demand; • competitive market conditions; • supply chain disruptions; • the amount of inventory that our dealer networks carry; • the timing of recognizing revenue; • fluctuations in foreign currency exchange rates; • the cost and availability of components; • the mix of our customer base and sales channels; 22 Table of Contents • the mix of products sold; • pricing of products; • execution of objectives and key results; • changes in the U.S. or foreign policies on taxes, trade, tariffs, or spending; • regional responses and restrictions related to global pandemics; • the number of weeks in a fiscal period, which may differ period over period; and • other risks, including those described below.
Failure to comply with evolving requirements could result in fines and limitations on sales of our products. Financial and tax risks Our debt could adversely affect our cash flow and prevent us from fulfilling our financial obligations At the end of 2023, our total debt was $3.1 billion, of which $1.8 billion was senior notes.
Failure to comply with evolving requirements could result in fines and limitations on sales of our products. Financial and tax risks Our debt could adversely affect our cash flow and prevent us from fulfilling our financial obligations At the end of 2024, our total debt, comprised of senior notes, was $1.4 billion.
The patents owned or licensed by us may be invalidated, circumvented, infringed, or challenged. The rights granted under these patents may not provide competitive advantages to us. Any of our pending or future patent applications may not be issued within the scope of the claims sought by us, if at all.
The rights granted under these patents may not provide competitive advantages to us. Any of our pending or future patent applications may not be issued within the scope of the claims sought by us, if at all.
A variety of factors can cause the price of our common stock to fluctuate, perhaps substantially, including: • quarterly fluctuations in our actual or anticipated operating results and order levels; • announcements and reports of developments related to our business, our major customers and partners, and the industries in which we compete, or the industries in which our customers compete; • security breaches; • acquisition announcements; 22 Table of Contents • new products or product enhancements announced or introduced by us or our competitors; • disputes with respect to developments in patents or other intellectual property rights; • developments in our relationships with our partners, customers, and suppliers; • the imposition of tariffs or other trade barriers; • political, economic, or social uncertainty, such as the conflicts in the Middle East and between Russian and Ukraine; • general conditions in the worldwide economy; • catastrophic or geopolitical events, including global pandemics; and • acts of terrorism.
A variety of factors can cause the price of our common stock to fluctuate, perhaps substantially, including: • quarterly fluctuations in our actual or anticipated operating results and order levels; • announcements and reports of developments related to our business, financial statements and performance, our major customers and partners, and the industries in which we compete, or the industries in which our customers compete; • delays in filing our SEC reports; • security breaches; • acquisition, divestiture, and joint venture announcements; • new products or product enhancements announced or introduced by us or our competitors; • disputes with respect to developments in patents or other intellectual property rights; • developments in our relationships with our partners, customers, and suppliers; • the imposition of tariffs or other trade barriers; • political, economic, or social uncertainty, such as the developments in the conflict between Russia and Ukraine; • general conditions in the worldwide economy; • catastrophic or geopolitical events, including global pandemics; and • acts of terrorism.
The uncertain nature, magnitude, and duration of hostilities stemming from the ongoing military conflict in the Middle East and between Russia and Ukraine, including effects of sanctions on the world economy and markets, possible retaliatory cyber-attacks, and supply chain disruptions, have contributed to increased market volatility and uncertainty, and could have an adverse impact on our business and could amplify the existing supply chain challenges we faced.
The uncertain nature, magnitude, and duration of hostilities stemming from the developments in the conflict between Russia and Ukraine, including effects of sanctions on the world economy and markets, possible retaliatory cyber-attacks, and supply chain disruptions, have contributed to increased market volatility and uncertainty, and could have an adverse impact on our business and could renew the prior supply chain challenges that we had faced.
This shift reflects both an increasing use of subscription models for new products, and a transition for some existing products from perpetual license sales and distribution in favor of SaaS or other subscription offerings.
This shift reflects an increasing use of subscription models for new products, and a transition for some existing products from perpetual license sales and distribution in favor of SaaS or other subscription offerings, as well as divestitures of some of our legacy businesses.
Any such divestiture may result in: • a disruption of our business; • reduced synergies, including the loss of scale or key employees; • impairment of customer relationships; and • reductions in the breadth of our product offerings.
We expect to undertake more divestitures in the future. Any such divestiture may result in: • a disruption of our business; • reduced synergies, including the loss of scale or key employees; • impairment of customer relationships; and • reductions in the breadth of our product offerings.
Unless otherwise described herein, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded through testing that these controls are operating effectively. We can give no assurance that additional material weaknesses will not arise in the future.
Unless otherwise described herein, the material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded through testing that these controls are operating effectively.
A number of factors may increase our future effective tax rates, including: • the jurisdictions in which profits are determined to be earned and taxed; • the resolution of issues arising from tax audits with the U.S. and foreign tax authorities; • changes in our intercompany transfer pricing methodology; • changes in the valuation of our deferred tax assets and liabilities; • increases in expense not deductible for tax purposes, including transaction costs and impairments of goodwill in connection with acquisitions; • changes in the realizability of available tax credits; • changes in share-based compensation; • changes in tax laws or the interpretation of such tax laws; and • changes in generally accepted accounting principles.
A number of factors may increase our future effective tax rates, including: • the jurisdictions in which profits are determined to be earned and taxed; • the resolution of issues arising from tax audits with the U.S. and foreign tax authorities; • changes in our intercompany transfer pricing methodology; • changes in the valuation of our deferred tax assets and liabilities; • increases in expense not deductible for tax purposes, including transaction costs and impairments of goodwill in connection with acquisitions; • changes in the realizability of available tax credits; • changes in share-based compensation; • changes in tax laws or the interpretation of such tax laws; and • changes in generally accepted accounting principles. 21 Table of Contents The jurisdictions where we do business may change tax laws, regulations, and interpretations on a prospective or retroactive basis and these potential changes could adversely affect our effective tax rates and impact our financial results.
Such efforts require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated and may limit the functionality of, or otherwise adversely impact our service offering and systems.
Efforts to prevent hackers from disrupting our service or otherwise accessing our systems are expensive to develop, implement, and maintain. Such efforts require ongoing monitoring and updating as technologies change, and efforts to overcome security measures become more sophisticated, and may limit the functionality of, or otherwise adversely impact our service offering and systems.
The timely availability and cost-effective production of these products in volume and their acceptance by customers are important to our future success. This has been and may continue to be negatively impacted by the global supply chain shortage.
The timely availability and cost-effective production of these products in volume and their acceptance by customers are important to our future success. This was negatively impacted, for example, by the global supply chain shortage in 2021 and 2022.
It is not possible to predict the broader consequences of the conflict, which could include further sanctions; embargoes; regional instability; geopolitical shifts and adverse effects on macroeconomic conditions; the availability and cost of raw materials, supplies, freight, and labor; currency exchange rates; our suppliers, customers, and potential consumer demand for our products; and financial markets, all of which could impact our business, financial condition, and results of operations.
Further sanctions; embargoes; regional instability; geopolitical shifts, and adverse effects on macroeconomic conditions could lead to the unavailability and increased cost of raw materials, supplies, freight, and labor, and negatively impact currency exchange rates and our suppliers, customers, and potential consumer demand for our products, all of which could impact our business, financial condition, and results of operations.
Companies that we acquire may operate with different cost and margin structures, which could further cause fluctuations in our operating results and adversely affect our business, financial condition, and results of operations. From time to time we have divested businesses, and we expect to do so in the future.
Companies that we acquire may operate with different cost and margin structures, which could further cause fluctuations in our operating results and adversely affect our business, financial condition, and results of operations.
The CCPA, as amended by the CPRA, among other things give California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used. Other U.S. states and the U.S.
In addition, the California Consumer Privacy Rights Act, as amended, gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used. Other U.S. states and the U.S.
The time and expense required for sales and marketing organizations of our channel partners to become familiar with our product offerings, including our new product developments, and newer types of offering, such as subscription programs for integrated solutions that include hardware, software maintenance, and other recurring services, may make it more difficult to introduce those products to end users and delay end-user adoption, which could result in lower revenue. 15 Table of Contents Disruption of dealer coverage within specific geographic or end-user markets could cause difficulties in marketing, selling, or servicing our products and have an adverse effect on our business, financial condition, and results of operations.
The time and expense required for sales and marketing organizations of our channel partners to become familiar with our product offerings, including our new product developments, and newer types of offering, such as subscription programs for integrated solutions that include hardware, software maintenance, and other recurring services, may make it more difficult to introduce those products to end users and delay end-user adoption, which could result in lower revenue.
Risks related to ownership of our stock Our stock price is volatile The market price of our common stock has been, and may continue to be, highly volatile. During 2023, our stock price ranged from $39.57 to $62.01.
Risks related to ownership of our stock Our stock price is volatile The market price of our common stock has been, and may continue to be, highly volatile. During 2024, our stock price ranged from $48.60 to $76.97.
We utilize dealer networks, including dealers associated with Caterpillar to market, sell, and service many of our products. Dealers who carry products that compete with our products may focus their inventory purchases and sales efforts on goods provided by competitors due to industry demand or profitability.
We utilize dealer networks to market, sell, and service many of our products. Dealers who carry products that compete with our products may focus their inventory purchases and sales efforts on goods provided by competitors due to industry demand or profitability. Such sourcing decisions can adversely impact our business, financial condition, an d results of operations.
Any ITU or local reallocation of radio frequency bands, including frequency band segmentation and sharing of spectrum, or other modifications of the permitted uses of relevant frequency bands, may materially and adversely affect the utility and reliability of our products and have significant adverse impacts on our customers, both of which could reduce demand for our products.
In the United States, the Federal Communications Commission (“FCC”) and the National Telecommunications and Information Administration share responsibility for radio frequency allocations and spectrum usage regulations. 18 Table of Contents Any ITU or local reallocation of radio frequency bands, including frequency band segmentation and sharing of spectrum, or other modifications of the permitted uses of relevant frequency bands, may materially and adversely affect the utility and reliability of our products and have significant adverse impacts on our customers, both of which could reduce demand for our products.
A significant trade disruption or the establishment or increase of any trade barrier in any area where we do business could increase the cost of our products, which could adversely impact the margin that we earn on sales, make our products more expensive for customers or create uncertainty around demand for certain types of products, which could make our products less competitive and reduce customer demand.
A significant trade disruption or the establishment or increase of any trade barrier in any area where we do business – such as through increased tariffs imposed on imports into the U.S. and any resulting retaliatory actions taken by other countries – could increase the cost of our products, which could adversely impact the margin that we earn on sales, make our products more expensive for customers or create uncertainty around demand for certain types of products, which could make our products less competitive and reduce customer demand or result in supply chain delays.
Conformité Européenne (CE) certification is required for GNSS receivers and data communications products, which must also conform to the European harmonized GNSS receiver requirements and the radio equipment directive to be sold in the European community.
As we develop and enhance features which support automated and autonomous operation of our products, we are increasingly subject to functional safety regulation. Conformité Européenne (CE) certification is required for GNSS receivers and data communications products, which must also conform to the European harmonized GNSS receiver requirements and the radio equipment directive to be sold in the European community.
There are various financial covenants and other restrictions in our debt instruments. If we fail to comply with any of these requirements, the related indebtedness (and other unrelated indebtedness) could become due and payable prior to its stated maturity, and we may not be able to repay the indebtedness that becomes due.
If we fail to comply with any of these requirements, the related indebtedness (and other unrelated indebtedness) could become due and payable prior to its stated maturity, and we may not be able to repay the indebtedness that becomes due. A default under our debt instruments may also significantly affect our ability to obtain additional or alternative financing.
In such event, we could be required to seek licenses from third parties in order to continue offering our products, to disclose and offer royalty-free licenses in connection with our own source code, to re-engineer our products, or to discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis, any of which could adversely affect our business, financial condition, and results of operations. 18 Table of Contents We are dependent on proprietary technology, which could result in litigation that could divert significant valuable resources Our future success and competitive position are dependent upon our proprietary technology, and we rely on patent, trade secret, trademark, and copyright laws to protect our intellectual property.
In such event, we could be required to seek licenses from third parties in order to continue offering our products, to disclose and offer royalty-free licenses in connection with our own source code, to re-engineer our products, or to discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis, any of which could adversely affect our business, financial condition, and results of operations.
We may be unable to anticipate or counter these techniques. It is also possible that unauthorized access to customer data or confidential information may be obtained through inadequate use of security controls by customers, vendors, or business partners. Efforts to prevent hackers from disrupting our service or otherwise accessing our systems are expensive to develop, implement, and maintain.
We may be unable to anticipate or counter these techniques. It is also possible that unauthorized access to customer data or confidential information may be obtained through inadequate use of security controls 16 Table of Contents by customers, vendors, or business partners.
New domestic and international laws and regulations relating to ESG matters, including human capital, diversity, sustainability, climate change, and cybersecurity are under consideration or being adopted, which may include specific, target-driven disclosure requirements or obligations.
New domestic and international laws and regulations relating to ESG matters, including human capital, climate change, and cybersecurity are under consideration or being adopted, which may include specific, target-driven disclosure requirements or obligations. We communicate certain sustainability-related initiatives, goals, and/or other matters in our annual Sustainability Report, on our website, in our filings with the SEC, and elsewhere.
Within each of our markets, we encounter direct competition from other GNSS, software, optical, and laser suppliers, and competition may intensify from various larger U.S. and non-U.S. competitors and new market entrants, particularly from markets such as China.
Within each of our markets, we encounter direct competition from other GNSS, software, optical, and laser suppliers, and competition may intensify from various larger U.S. and non-U.S. competitors and new market entrants. Our products, which commonly use GNSS for basic location information, may be subject to competition from alternative location technologies such as simultaneous location and mapping technology.
If we do not accurately forecast seasonal demand, we may be left with unsold inventory or have a shortage of inventory, which could adversely impact our business, financial conditions, and results of operations.
Seasonal variations in demand for our products may also affect our quarterly results. For instance, construction equipment revenue has historically been the highest in early spring. If we do not accurately forecast seasonal demand, we may be left with unsold inventory or have a shortage of inventory, which could adversely impact our business, financial conditions, and results of operations.
Regulatory risks Compliance with international and U.S. laws and regulations that apply to our international operations can be complex, and exposes us to various risks related to potential non-compliance These laws and regulations include data privacy requirements, labor relations laws, tax laws, anti-competition regulations, import and trade restrictions, export control laws, and laws that prohibit corrupt payments to governmental officials or certain payments or remunerations to customers, including the U.S.
Government, we would be unable to develop and offer timely and competitive commercial products using these systems, or obtain timely and equal access to service signals, this could impact the performance of our products, harm our competitive position, and result in lost revenue. 19 Table of Contents Regulatory risks Compliance with international and U.S. laws and regulations that apply to our international operations can be complex, and exposes us to various risks related to potential non-compliance These laws and regulations include data privacy requirements, labor relations laws, tax laws, anti-competition regulations, import and trade restrictions or sanctions, export control laws, and laws that prohibit corrupt payments to governmental officials or certain payments or remunerations to customers, including the U.S.
We may not be able to continue to enter into or maintain important alliances and distribution relationships We believe that in certain business opportunities, our success will depend on our ability to form and maintain alliances with industry participants.
In addition, we may be unable to access the capital markets or repurchase our stock if we are not current with our SEC filing obligations. 13 Table of Contents We may not be able to continue to enter into or maintain important alliances and distribution relationships We believe that in certain business areas, our success will depend on our ability to form and maintain alliances with industry participants.
Since these strategic relationships contribute to significant ongoing business in certain o f our important markets, changes in these relationships could adversely affect our sales. We face substantial competition in our markets, which could decrease our revenue and growth rates Our markets are highly competitive, and we expect that both direct and indirect competition will increase in the future.
We face substantial competition in our markets, which could decrease our revenue and growth rates Our markets are highly competitive, and we expect that both direct and indirect competition will increase in the future.
As a result of the ongoing military conflict in Ukraine, the United States, the United Kingdom, and the European Union governments, among others, implemented a series of sanctions packages against Russia. The sanctions have contributed to supply chain disruptions, higher commodity prices, higher oil and natural gas price, and a slowdown in global economic growth.
As a result of the ongoing military conflict in Ukraine, the United States, the United Kingdom, and the European Union governments, among others, implemented a series of sanctions packages against Russia.
Our relationships with substantial industry participants such as Caterpillar, Nikon, and Hilti are complex and multifaceted and are likely to evolve over time based upon the changing business needs and objectives of the parties.
Our relationships with substantial industry participants such as Caterpillar, Nikon, Hilti, and AGCO are likely to evolve over time based upon the changing business needs and objectives of the parties. Evolution of our business strategies and diversification of product portfolios may lead to increased competition with our strategic allies, placing additional pressure on these relationships.
Many of the GPS satellites currently in orbit were originally designed to have lives of 7.5 years and are subject to damage by the hostile space environment in which they operate. However, of the current deployment of operational satellites in orbit, some have been in operation for much longer. Repair of damaged or malfunctioning satellites is currently not economically feasible.
Many of the GPS satellites currently in orbit have outlived their expected lifespans and are subject to damage by the hostile space environment in which they operate. Repair of damaged or malfunctioning satellites is currently not economically feasible.
If we decide to refinance the senior notes, we may be required to do so on different or less favorable terms, or we may be unable to refinance the senior notes at all, both of which may adversely affect our business, financial condition, and results of operation.
When our senior notes mature, we will have to utilize significant resources to repay these senior notes or seek to refinance them. If we decide to refinance the senior notes, we may be required to do so on different or less favorable terms, which may adversely affect our results of operation.
We have identified a material weakness in our internal control over financial reporting, and if our remediation of such material weakness is not effective, it could impact our ability to produce timely and accurate financial statements or comply with applicable laws and regulations. 14 Table of Contents As more fully disclosed in Part II, Item 9A, “Controls and Procedures,” we identified a material weakness in internal control over financial reporting for the fiscal year ended December 29, 2023.
We have identified material weaknesses in our internal control over financial reporting, and if our remediation of such material weaknesses is not effective, it could impact our ability to produce timely and accurate financial statements or comply with applicable laws and regulations.
These competitive developments may require us to rapidly adapt to technological and customer preference changes, including those related to cloud computing, mobile devices, and new computing platforms. Such competition has in the past resulted, and in the future may result, in price reductions, reduced margins, or loss of market share, any of which could decrease our revenue and growth rates.
Such competition has in the past resulted, and in the future may result, in price reductions, reduced margins, or loss of market share, any of which could decrease our revenue and growth rates.
Some countries are considering or have passed legislation that requires local storage and processing of data, 20 Table of Contents including geospatial data, which could impact our ability to deliver cloud-based solutions in an efficient manner. In 2023, the U.S. and European Union agreed on a new EU-U.S.
Some countries are considering or have passed legislation that requires local storage and processing of data, including geospatial data, which could impact our ability to deliver cloud-based solutions in an efficient manner. International transfers of personal data present ongoing compliance challenges and complicate our business transactions and operations.
Investing in and integrating new acquisitions or divesting businesses could be costly, place a significant strain on our management systems and resources, or fail to deliver expected outcomes We typically acquire a number of businesses each year and we intend to continue to acquire other businesses.
Investing in and integrating new acquisitions or divesting businesses could be costly, place a significant strain on our management systems and resources, or fail to deliver expected outcomes From time to time, we have divested businesses, including the sale of our agricultural business to a joint venture with AGCO and the sale of our Mobility business.
Computer hackers, foreign governments, cybercriminals, or cyber terrorists may attempt to or succeed in penetrating our network security and our website.
Computer hackers, foreign governments, cybercriminals, or cyber terrorists may attempt to or succeed in penetrating our network security and our website. The availability and use of AI-enabled technologies also increase the sophistication and threat posed by such actors.
For example, the retention value of our compensation plans decreases after the payment of periodic bonuses or the vesting of equity awards. 16 Table of Contents Risks related to our technology and products Our products are highly technical and may contain undetected errors, product defects, or security vulnerabilities Our products, including our software products, are highly technical and complex and, when deployed, may contain errors, defects, or security vulnerabilities.
Risks related to our technology and products Our products are highly technical and may contain undetected errors, product defects, or security vulnerabilities Our products, including our software products, are highly technical and complex and, when deployed, may contain errors, defects, or security vulnerabilities.
In the course of preparing our consolidated financial statements as of and for the fiscal year ended December 29, 2023, we identified a material weakness related to the accounting for the Company’s business combination of Transporeon.
In the course of preparing our consolidated financial statements as of and for the fiscal year ended December 29, 2023, as included in the Annual Report on Form 10-K for the period ended December 29, 2023 (the “2023 Form 10-K”), we had identified a material weakness related to the accounting for the Company’s business combination of Transporeon, including lack of appropriate oversight of third-party valuation specialists and insufficient design and operating effectiveness of management review controls.
We are subject to evolving and potentially conflicting privacy laws in the United States and other jurisdictions, which could adversely impact our business and require that we incur substantial costs Existing privacy-related laws and regulations in the United States and other countries are evolving and are subject to unclear or potentially differing interpretations, and various U.S. federal and state or other international legislative and regulatory bodies may expand or enact laws regarding privacy and data security-related matters.
We are subject to evolving and potentially conflicting data privacy and data security laws in the United States and other jurisdictions, which could adversely impact our business and require that we incur substantial costs We are subject to a complex and evolving patchwork of data privacy and data security laws and regulations in the United States and other jurisdictions in which we operate.
Our management, under the oversight of the Audit Committee, is taking actions to implement our remediation plan as described more fully in Part II, Item 9A, “Controls and Procedures”.
Additionally, our management, under the oversight of the Audit Committee, has been taking actions to address the material weaknesses in our internal control over financial reporting for the fiscal year ended January 3, 2025 and implement our remediation plan, in each case, as described more fully in Part II, Item 9A, “Controls and Procedures” of this report.
The announced contribution of Trimble Ag to a newly formed JV, and the sale of a majority interest in the JV, are subject to substantial risks , including the possible inability to complete the transaction, failure to realize the intended benefits, unanticipated challenges, and other uncertainties.
The contribution of Ag to a newly formed joint venture (JV), and the sale of a majority interest in the JV, are subject to substantial risks, including failure to realize the intended benefits, unanticipated challenges, and other uncertainties In April 2024, we contributed our Ag business, excluding certain GNSS and guidance technologies, to a JV with AGCO, of which we retained a 15% stake.
The Organization of Economic Cooperation and Development (“OECD”) introduced, and member countries agreed to, a framework that imposes a minimum tax of 15% to certain multinational enterprises. We will continue to monitor and assess how this may impact our financial results when implemented. We are currently in various stages of multiple year examinations by state and foreign taxing authorities.
During 2024, certain member countries have implemented the framework, and while the impact to our 2024 financial results was minimal, we will continue to monitor and evaluate the implications. We are currently in various stages of multiple year examinations by U.S. federal, state, and foreign taxing authorities.
We could also experience higher than expected transaction costs and business sale losses, which may adversely affect our business, financial condition, and results of operations . Additionally, we typically agree to provide certain transitional services and support when we divest a business, and we may face significant, unanticipated costs in providing such services.
Additionally, we typically agree to certain commercial arrangements with buyers, including to provide certain transitional services and support when we divest a business, and we may face disputes and significant, unanticipated costs in providing such services. For significant divestitures, these transitional services can take up considerable corporate resources and attention, which may adversely affect our other businesses, operations, and results.
Furthermore, there is a possibility that material misstatements to our future annual or interim financial statements will not be prevented or detected in a timely basis as a result of the identified material weakness.
If we are not able to successfully remediate these material weaknesses, there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be presented or detected on a timely basis.
Each country also has regulatory authority over how each band is used in the country. In the United States, the Federal Communications Commission (“FCC”) and the National Telecommunications and Information Administration share responsibility for radio frequency allocations and spectrum usage regulations.
Each country also has regulatory authority over how each band is used in the country.
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For significant divestitures, these transitional services can take up considerable corporate resources and attention, which may then adversely affect our other businesses, operations, and results.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe employ a variety of security protections in our digital systems, including access controls and logging, denial of service protection, and automated intrusion-prevention tools. We have an information security training program, including an annual program of general security awareness for all employees and developer training throughout the year. We maintain an information security risk insurance policy.
Biggest changeWe employ a variety of security protections in our digital systems, including access controls and logging, denial of service protection, and automated intrusion-prevention tools. We have a cybersecurity awareness program which covers topics such as phishing, social networking safety, password security, and mobile device usage.
Item 1C. Cybersecurity The Company takes a multifaceted approach to assessing, identifying, and managing material risks from cybersecurity threats. The cybersecurity risk management processes described below are integrated into the Company’s overall risk management system. Each Trimble sector has identified a dedicated expert to assess vulnerabilities, calculate risks and determine where risk mitigation efforts are needed.
Item 1C. Cybersecurity The Company takes a multifaceted approach to assessing, identifying, and managing material risks from cybersecurity threats. The cybersecurity risk management processes described below are integrated into the Company’s overall risk management system. Each Trimble business has identified a dedicated expert to assess vulnerabilities, calculate risks, and determine where risk mitigation efforts are needed.
When the team identifies credible risks, we invoke our incident response process to track and manage the details, 25 Table of Contents quickly manage exposures, assess potential customer impact, and facilitate consistent reporting to our CEO and to our Audit Committee.
When the team identifies credible risks, we invoke our incident response process to track and manage the details, quickly manage exposures, assess potential customer impact, and facilitate consistent reporting to our CEO and to our Audit Committee.
We have a dedicated team that is led by the CISO, who has a technical degree in computer science from an accredited public university and has over 20 years of information technology and cybersecurity experience in multiple industries, including financial services and defense. The team comprises security engineers, detection specialists, and business cybersecurity experts.
We have a dedicated team that is led by the CISO, who has a technical degree in computer science from an accredited public university and extensive experience in information technology and cybersecurity across multiple industries, including financial services and defense. The team comprises security engineers, detection specialists, and business cybersecurity experts.
Trimble’s incident response process is based on widely accepted industry frameworks, such as the cybersecurity framework set forth by the National Institute of Standards and Technology (“NIST”).
We also perform a vendor security assessment process for purchases over a certain minimum threshold. Trimble’s incident response process is based on widely accepted industry frameworks, such as the cybersecurity framework set forth by the National Institute of Standards and Technology (“NIST”).
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We perform a vendor security assessment process for purchases over a certain minimum threshold.
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We have an information security training program, including an annual program of general 24 Table of Contents security awareness for all employees and developer training throughout the year. We also conduct regular phishing simulations, with follow-up training as needed, for employees and contractors. We maintain an information security risk insurance policy.
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We implement controls and procedures designed to measure and mitigate risk with third-party vendors and business partners who have access to sensitive information, including conducting a security risk assessment. Identified security risks are remediated or documented, and in some cases, the business relationship may be ended or not pursued.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our corporate headquarters is located in Westminster, Colorado where we own approximately 250 thousand square feet. We also currently own approximately 500 thousand square feet in Dayton, Ohio. These facilities are used by all reporting segments. For financial information regarding leases, refer to Note 9 “Leases” of this report.
Biggest changeItem 2. Properties Our corporate headquarters is located in Westminster, Colorado, where we own approximately 250,000 square feet. We also currently own approximately 500,000 square feet in Dayton, Ohio. These facilities are used by all reporting segments. For financial information regarding leases, refer to Note 9 “Leases” in Item 8 of this report.
We believe that our existing facilities are adequate to support current and near-term operations.
We believe that our existing facilities are adequate to support current and near-term operations. 25 Table of Contents

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe timing and actual number of any stock repurchased will depend on a variety of factors including market conditions, our stock price, other available uses of capital, applicable legal requirements, and other factors. The 2024 Stock Repurchase Program may be suspended, modified, or discontinued at any time without prior notice.
Biggest changeWe may repurchase stock from time to time through accelerated stock repurchase programs, open market transactions, privately negotiated transactions, block purchases, tender offers, or other means. The timing and actual number of any stock repurchased will depend on a variety of factors, including market conditions, our stock price, other available uses of capital, applicable legal requirements, and other factors.
Stock Repurchase Program In August 2021, our Board of Directors approved a stock repurchase program (“2021 Stock Repurchase Program”) authorizing up to $750.0 million in repurchases of our common stock. On January 28, 2024, our Board of Directors approved a new stock repurchase program (“2024 Stock Repurchase Program”) authorizing up to $800.0 million in repurchases of our common stock.
Stock Repurchase Program On January 28, 2024, our Board of Directors approved a new stock repurchase program (the “2024 Stock Repurchase Program”) authorizing up to $800.0 million in repurchases of our common stock. The 2024 Stock Repurchase Program replaced the prior stock repurchase program, which was approved in August 2021 and has been cancelled.
Dividend Policy We have not declared or paid any cash dividends on our common stock during any period for which financial information is provided in this report.
This program may be suspended, modified, or discontinued at any time without prior notice. As of April 18, 2025, there were approximately 449 registered holders of record of our common stock. Dividend Policy We have not declared or paid any cash dividends on our common stock during any period for which financial information is provided in this report.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each of the indexes on December 31, 2018, and its relative performance is tracked through December 31, 2023.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each of the indexes on the last trading date of Trimble’s fiscal year 2019 . Measurement points are the last trading day of each subsequent fiscal year.
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The 2024 Stock Repurchase Program replaced the 2021 Stock Repurchase Program, which has been cancelled. Under the 2024 Stock Repurchase Program, the stock repurchase authorization does not have an expiration date.
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At the end of 2024, there were remaining authorized funds of $625.0 million. The stock repurchase authorization does not have an expiration date. There were no stock repurchases during the fourth quarter of 2024.
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According to the 2024 Stock Repurchase Program, we may repurchase stocks from time to time through accelerated stock repurchase programs, open market transactions, privately negotiated transactions, block purchases, tender offers or other means.
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During 2024, we repurchased approximate ly 2.9 million shares of common stock in open market purchases at an average price of $60.97 per share for a total of $175.0 million.
Removed
The following table provides information relating to our purchase of equity securities for the fourth quarter of 2023; these purchases were made under the 2021 Stock Repurchase Program: Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program September 30, 2023 – November 3, 2023 — $ — — $ 215,255,003 November 4, 2023 – December 1, 2023 2,352,860 $ 42.50 2,352,860 $ 115,255,017 December 2, 2023 – December 29, 2023 — $ — — $ 115,255,017 Total 2,352,860 2,352,860 During 2023, we repurchased approximate ly 2.4 million shares of common stock in open market purchases under our 2021 Stock Repurchase Programs, at an average price of $42.50 per share, for a total of $100.0 million.
Added
Subsequent to the end of the year 2024, the Board of Directors authorized a common stock repurchase authorization of up to $1.0 billion, which replaces the existing 2024 Stock Repurchase Program in the first quarter of 2025.
Removed
At the end of 2023, the 2021 27 Table of Contents Stock Repurchase Program had remaining authorized funds of $115.3 million, which amount was subsequently replaced with $800.0 million under the 2024 Stock Repurchase Program. As of February 20, 2024, there were approximately 499 registered holders of record of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

71 edited+31 added−31 removed18 unchanged
Biggest changeThe non-GAAP financial measures, definitions, and explanations to the adjustments to comparable GAAP measures are included below: Years 2023 2022 Dollar % of Dollar % of (In millions, except per share amounts) Amount Revenue Amount Revenue REVENUE: GAAP revenue: $ 3,798.7 $ 3,676.3 GROSS MARGIN: GAAP gross margin: $ 2,332.8 61.4 % $ 2,105.6 57.3 % Amortization of purchased intangible assets (A) 108.7 85.0 Acquisition / divestiture items (B) 0.5 0.2 Stock-based compensation / deferred compensation (C) 15.0 12.1 Restructuring and other costs (D) (0.1) 1.7 Non-GAAP gross margin: $ 2,456.9 64.7 % $ 2,204.6 60.0 % OPERATING EXPENSES: GAAP operating expenses: $ 1,884.0 49.6 % $ 1,594.7 43.4 % Amortization of purchased intangible assets (A) (103.6) (46.6) Acquisition / divestiture items (B) (71.9) (32.6) Stock-based compensation / deferred compensation (C) (136.1) (99.9) Restructuring and other costs (D) (50.2) (52.5) Non-GAAP operating expenses: $ 1,522.2 40.1 % $ 1,363.1 37.1 % OPERATING INCOME: GAAP operating income: $ 448.8 11.8 % $ 510.9 13.9 % Amortization of purchased intangible assets (A) 212.3 131.6 Acquisition / divestiture items (B) 72.4 32.8 Stock-based compensation / deferred compensation (C) 151.1 112.0 Restructuring and other costs (D) 50.1 54.2 Non-GAAP operating income: $ 934.7 24.6 % $ 841.5 22.9 % NON-OPERATING INCOME (EXPENSE), NET: GAAP non-operating income (expense), net: $ (91.8) $ 58.2 Acquisition / divestiture items (B) (36.5) (107.5) Deferred compensation (C) (5.8) 8.5 Restructuring and other costs (D) 1.3 6.0 Non-GAAP non-operating expense, net: $ (132.8) $ (34.8) GAAP and Non-GAAP Tax Rate % GAAP and Non-GAAP Tax Rate % (G) (G) INCOME TAX PROVISION: GAAP income tax provision: $ 45.7 12.8 % $ 119.4 21.0 % Non-GAAP items tax effected (E) 56.9 49.9 Difference in GAAP and Non-GAAP tax rate (F) 35.6 (22.9) Non-GAAP income tax provision: $ 138.2 17.2 % $ 146.4 18.2 % NET INCOME: GAAP net income: $ 311.3 $ 449.7 Amortization of purchased intangible assets (A) 212.3 131.6 Acquisition / divestiture items (B) 35.9 (74.7) Stock-based compensation / deferred compensation (C) 145.3 120.5 Restructuring and other costs (D) 51.4 60.2 Non-GAAP tax adjustments (E) - (F) (92.5) (27.0) Non-GAAP net income: $ 663.7 $ 660.3 39 Table of Contents Years 2023 2022 DILUTED NET INCOME PER SHARE: GAAP diluted net income per share: $ 1.25 $ 1.80 Amortization of purchased intangible assets (A) 0.85 0.53 Acquisition / divestiture items (B) 0.14 (0.30) Stock-based compensation / deferred compensation (C) 0.58 0.48 Restructuring and other costs (D) 0.21 0.24 Non-GAAP tax adjustments (E) - (F) (0.37) (0.11) Non-GAAP diluted net income per share: $ 2.66 $ 2.64 ADJUSTED EBITDA: GAAP operating income: $ 448.8 11.8 % $ 510.9 13.9 % Amortization of purchased intangible assets (A) 212.3 131.6 Acquisition / divestiture items (B) 72.4 32.8 Stock-based compensation / deferred compensation (C) 151.1 112.0 Restructuring and other costs (D) 50.1 54.2 Non-GAAP operating income: 934.7 24.6 % 841.5 22.9 % Depreciation expense and cloud computing amortization 46.9 44.7 Income from equity method investments, net 28.1 31.1 Adjusted EBITDA $ 1,009.7 26.6 % $ 917.3 25.0 % Non-GAAP Definitions Non-GAAP gross margin We define Non-GAAP gross margin as GAAP gross margin, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, deferred compensation, and restructuring and other costs.
Biggest changeARR and organic ARR should be viewed independently of revenue and deferred revenue as they are performance measures and are not intended to be combined with or to replace either of those items. 36 Table of Contents The non-GAAP financial measures, definitions, and explanations to the adjustments to comparable GAAP measures are included below: Years 2024 2023 Dollar % of Dollar % of (In millions, except per share amounts) Amount Revenue Amount Revenue REVENUE: GAAP revenue: $ 3,683.3 $ 3,798.7 GROSS MARGIN: GAAP gross margin: $ 2,396.3 65.1 % $ 2,332.8 61.4 % Amortization of purchased intangible assets (A) 93.3 108.7 Acquisition / divestiture items (B) — 0.5 Stock-based compensation / deferred compensation (C) 17.4 15.0 Restructuring and other costs (D) 3.6 (0.1) Non-GAAP gross margin: $ 2,510.6 68.2 % $ 2,456.9 64.7 % OPERATING EXPENSES: GAAP operating expenses: $ 1,935.6 52.6 % $ 1,884.0 49.6 % Amortization of purchased intangible assets (A) (105.7) (103.6) Acquisition / divestiture items (B) (81.6) (71.9) Stock-based compensation / deferred compensation (C) (146.1) (136.1) Restructuring and other costs (D) (28.8) (50.2) Non-GAAP operating expenses: $ 1,573.4 42.7 % $ 1,522.2 40.1 % OPERATING INCOME: GAAP operating income: $ 460.7 12.5 % $ 448.8 11.8 % Amortization of purchased intangible assets (A) 199.0 212.3 Acquisition / divestiture items (B) 81.6 72.4 Stock-based compensation / deferred compensation (C) 163.5 151.1 Restructuring and other costs (D) 32.4 50.1 Non-GAAP operating income: $ 937.2 25.4 % $ 934.7 24.6 % NON-OPERATING (EXPENSE) INCOME, NET: GAAP non-operating (expense) income, net: $ 1,545.2 $ (91.8) Acquisition / divestiture items (B) (1,688.5) (36.5) Deferred compensation (C) (4.9) (5.8) Restructuring and other costs (D) 64.1 1.3 Non-GAAP non-operating expense, net: $ (84.1) $ (132.8) GAAP and Non-GAAP Tax Rate % GAAP and Non-GAAP Tax Rate % (G) (G) INCOME TAX PROVISION: GAAP income tax provision: $ 501.5 25.0 % $ 45.7 12.8 % Non-GAAP items tax effected (E) (288.1) 56.9 Difference in GAAP and Non-GAAP tax rate (F) (64.7) 35.6 Non-GAAP income tax provision: $ 148.7 17.4 % $ 138.2 17.2 % NET INCOME: GAAP net income: $ 1,504.4 $ 311.3 Amortization of purchased intangible assets (A) 199.0 212.3 Acquisition / divestiture items (B) (1,606.9) 35.9 Stock-based compensation (C) 158.6 145.3 Restructuring and other costs (D) 96.5 51.4 Non-GAAP tax adjustments (E) - (F) 352.8 (92.5) Non-GAAP net income: $ 704.4 $ 663.7 DILUTED NET INCOME PER SHARE: GAAP diluted net income per share: $ 6.09 $ 1.25 Amortization of purchased intangible assets (A) 0.80 0.85 Acquisition / divestiture items (B) (6.50) 0.14 37 Table of Contents Years 2024 2023 Dollar % of Dollar % of (In millions, except per share amounts) Amount Revenue Amount Revenue Stock-based compensation (C) 0.64 0.58 Restructuring and other costs (D) 0.39 0.21 Non-GAAP tax adjustments (E) - (F) 1.43 (0.37) Non-GAAP diluted net income per share: $ 2.85 $ 2.66 ADJUSTED EBITDA: GAAP operating income: $ 460.7 12.5 % $ 448.8 11.8 % Amortization of purchased intangible assets (A) 199.0 212.3 Acquisition / divestiture items (B) 81.6 72.4 Stock-based compensation (C) 163.5 151.1 Restructuring and other costs (D) 32.4 50.1 Non-GAAP operating income: 937.2 25.4 % 934.7 24.6 % Depreciation expense and cloud computing amortization 49.3 46.9 Income from equity method investments, net 13.9 28.1 Adjusted EBITDA $ 1,000.4 27.2 % $ 1,009.7 26.6 % Non-GAAP Definitions Non-GAAP gross margin We define Non-GAAP gross margin as GAAP gross margin, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, deferred compensation, and restructuring and other costs.
Revenue Recognition Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration that we expect to receive in exchange for those products or services. Revenue is recognized net of allowance for returns and any taxes collected from customers.
Revenue Recognition Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenue is recognized net of allowance for returns and any taxes collected from customers.
Cash and Cash Equivalents We believe that our cash and cash equivalents and available borrowing capacity under our existing lines of credit, along with cash provided by operations will be sufficient in the foreseeable future to meet our anticipated operating cash needs, including expenditures related to our Connect and Scale strategy, debt service, acquisitions, and any stock repurchases under the stock repurchase program.
Cash and Cash Equivalents We believe that our cash and cash equivalents and available borrowing capacity under our existing lines of credit, along with cash provided by operations, will be sufficient in the foreseeable future to meet our anticipated operating cash needs, including expenditures related to our Connect & Scale strategy, debt service, acquisitions, and any stock repurchases under the stock repurchase program.
EXECUTIVE LEVEL OVERVIEW We are a leading provider of technology solutions that enable professionals and field mobile workers to improve or transform their work processes. Our comprehensive work process solutions are used across a range of industries including architecture, building construction, civil engineering, geospatial, survey and mapping, agriculture, natural resources, utilities, transportation, and government.
EXECUTIVE LEVEL OVERVIEW We are a leading provider of technology solutions that enable professionals and field mobile workers to improve or transform their work processes. Our comprehensive work process solutions are used across a range of industries including architecture, building construction, civil engineering, geospatial, survey and mapping, natural resources, utilities, transportation, and government.
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. 40 Table of Contents Non-GAAP diluted net income per share We define Non-GAAP diluted net income per share as GAAP diluted net income per share, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, restructuring and other costs, and non-GAAP tax adjustments.
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. 38 Table of Contents Non-GAAP diluted net income per share We define Non-GAAP diluted net income per share as GAAP diluted net income per share, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, restructuring and other costs, and non-GAAP tax adjustments.
Non-GAAP non-operating expense, net, excludes unusual one-time acquisition/divestiture charges, including foreign currency exchange rate gains/losses related to an acquisition, divestiture gains/losses, and strategic investment impairments. These are one-time costs that vary significantly in amount and timing and are not indicative of our core operating performance. (C). Stock-based compensation / deferred compensation .
Non-GAAP non-operating expense, net, excludes one-time acquisition/divestiture charges, including foreign currency exchange rate gains/losses related to an acquisition, divestiture gains/losses, and strategic investment gains/losses. These are one-time costs that vary significantly in amount and timing and are not indicative of our core operating performance. (C). Stock-based compensation / deferred compensation .
These critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the consolidated financial statements, and actual results could differ materially from the amounts reported based on these policies. Our accounting policies are more fully described in Note 1 “Description of Business and Accounting Policies” of this report.
These critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the consolidated financial statements, and actual results could differ materially from the amounts reported based on these policies. Our accounting policies are more fully described in Note 1 “Description of Business and Accounting Policies” in Item 8 of this report.
Our representative customers include construction owners, contractors, engineering and construction firms, surveying companies, farmers and agricultural companies, energy and utility companies, trucking companies, and state, federal, and municipal governments. Further information on our business is presented in Part I, Item 1, “Business” of this report.
Our representative customers include construction owners, contractors, engineering and construction firms, surveying companies, energy and utility companies, trucking companies, and state, federal, and municipal governments. Further information on our business is presented in Part I, Item 1 , “Business” of this report.
We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations; however, 30 Table of Contents determining whether products or services are considered distinct performance obligations that should be accounted for separately versus together may sometimes require significant judgment.
We enter into contracts that may include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations; however, 29 Table of Contents determining whether products or services are considered distinct performance obligations that should be accounted for separately versus together may sometimes require significant judgment.
ARR is calculated by taking our subscription, maintenance and support, and recurring transaction revenue for the current quarter and adding the portion of the contract value of all our term licenses attributable to the current quarter, then dividing that sum by the number of days in the quarter and then multiplying that quotient by 365.
ARR is calculated by taking our subscription and maintenance and support for the current quarter and adding the portion of the contract value of all our term licenses attributable to the current quarter, then dividing that sum by the number of days in the quarter and then multiplying that quotient by 365.
Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this report can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K, for the year ended December 30, 2022.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this report can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K, for the year ended December 29, 2023.
Amortization of purchased intangible assets . Non-GAAP gross margin and operating expenses exclude the amortization of purchased intangible assets, which primarily represents technology and/or customer relationships already developed. (B). Acquisition / divestiture items .
Explanations of Non-GAAP adjustments (A). Amortization of purchased intangible assets . Non-GAAP gross margin and operating expenses exclude the amortization of purchased intangible assets, which primarily represents technology and/or customer relationships already developed. (B). Acquisition / divestiture items .
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. 41 Table of Contents
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. 39 Table of Contents
Judgment is required to determine stand-alone selling price (“SSP”) for each performance obligation. We use a range of amounts to estimate SSP when products and services are sold separately and determine whether there is a discount to be allocated based on the relative SSP of the various products and services.
Judgment is required to determine stand-alone selling price (“SSP”) for each performance obligation. We use a range of amounts to estimate SSP and determine whether there is a discount to be allocated based on the relative SSP of the various products and services.
The formation of the JV is expected to better serve farmers with factory fit and aftermarket applications in the mixed fleet precision agriculture market to help farmers drive productivity, efficiency, and sustainability.
The formation of PTx Trimble is expected to better serve farmers with factory fit and aftermarket applications in the mixed fleet precision agriculture market to help farmers drive productivity, efficiency, and sustainability.
We regularly assess the likelihood of adverse outcomes from these examinations in determining the adequacy of our provision for income taxes. Business Combinations and Valuation of Goodwill and Purchased Intangible Assets For business combinations, we allocate the purchase consideration to the assets acquired, liabilities assumed, and any noncontrolling interest based on their fair values at the acquisition date.
We regularly assess the likelihood of adverse outcomes from these examinations in determining the adequacy of our provision for income taxes. Business Combinations, Divestitures, and Goodwill and Purchased Intangible Assets For business combinations, we allocate the purchase consideration to the assets acquired and liabilities assumed based on their fair values at the acquisition date.
Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and those listed under “Risks Factors.” This section of this report generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022.
Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and those listed under “Risk Factors.” This section of this report generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
Non-GAAP gross margin and operating expenses exclude restructuring and other costs comprised of termination benefits related to reductions in employee headcount and closure or exit of facilities, executive severance agreements, business exit costs, as well as a $20 million commitment to donate to the Trimble Foundation that was paid over four quarters ending in the first quarter of 2023. (E).
Non-GAAP gross margin and operating expenses exclude restructuring and other costs comprised of termination benefits related to reductions in employee headcount and closure or exit of facilities, expenses related to the 2023 re-audit, as well as a $20 million commitment to donate to the Trimble Foundation that was paid over four quarters ending in the first quarter of 2023.
We provide reconciliation tables showing the change in revenue growth to organic revenue growth in the “ Results of Operations ” section found earlier in this Item 7. 38 Table of Contents In addition to providing non-GAAP financial measures, we disclose Annualized Recurring Revenue (“ARR”) to give the investors supplementary indicators of the value of our current recurring revenue contracts.
We provide reconciliation tables showing the change in revenue growth to organic revenue growth in the “ Results of Operations ” section found earlier in this Item 7. In addition to providing non-GAAP financial measures, we disclose ARR to give the investors supplementary indicators of the value of our current recurring revenue contracts.
This shift toward recurring revenue h as positively impacted our revenue mix and growth over time and is leading to improved visibility in our businesses. Our software, services, and recurring revenue represented 67% and 59% of total revenue for 2023 and 2022.
This shift toward recurring revenue h as positively impacted our revenue mix, growth, and profitability over time and is leading to improved visibility in our businesses. Our software, services, and recurring revenue represented 76% and 67% of total revenue for 2024 and 2023.
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 expense, net.
(F). 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 expense, net.
Adjusted EBITDA is a performance measure that we believe offers a useful view of the overall operations of our business because it facilitates operating performance comparisons by removing potential differences caused by variations unrelated to operating performance, such as capital structures (interest expense), income taxes, depreciation, and amortization of purchased intangibles and cloud computing costs. Explanations of Non-GAAP adjustments (A).
Adjusted EBITDA is a performance measure that we believe offers a useful view of the overall operations of our business because it facilitates operating performance comparisons by removing potential differences caused by variations unrelated to operating performance, such as capital structures (interest expense, net), income taxes, depreciation, amortization of purchased intangibles and cloud computing costs, and income from equity method investments, net.
Our material cash requirements include the following contractual and other obligations and cash needs: Leases We have operating leases primarily for certain of our major facilities including corporate offices, research and development facilities, and manufacturing facilities.
Our material cash requirements include the following contractual and other obligations and cash needs: Leases We have operating leases primarily for certain of our major facilities including corporate offices, research and development facilities, and manufacturing facilities. Operating leases represent undiscounted lease payments and include short-term leases.
The non-GAAP tax rate excludes charges and benefits such as (i) deferred tax impacts from tax amortization relating to a non-U.S. intercompany transfer of intellectual property and R&D cost capitalization impact to global intangible low-taxed income ("GILTI"), and (ii) significant one-time reserve releases upon statute of limitations expirations. (G). GAAP and non-GAAP tax rate percentages .
The non-GAAP tax rate excludes charges and benefits such as (i) deferred tax impacts from tax amortization relating to a non-U.S. intercompany transfer of intellectual property, (ii) deferred tax impacts from global intangible low-taxed income, and (iii) significant reserve releases upon statute of limitations expirations. (G). GAAP and non-GAAP tax rate percentages .
CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make judgments, assumptions, and estimates that affect the reported amounts of assets, liabilities, revenue, costs of sales, operating expenses, and related disclosures. We consider the accounting polices described below to be our critical accounting policies.
GAAP requires us to make judgments, assumptions, and estimates that affect the reported amounts of assets, liabilities, revenue, costs of sales, operating expenses, and related disclosures. We consider the accounting polices described below to be our critical accounting policies.
Non-GAAP income tax provision We define Non-GAAP income tax provision as GAAP income tax provision, excluding charges and benefits such as net deferred tax impacts resulting from the non-U.S. intercompany transfer of intellectual property, tax law changes, and significant one-time reserve releases upon the statute of limitations expirations.
Non-GAAP income tax provision We define Non-GAAP income tax provision as GAAP income tax provision, excluding charges and benefits such as net deferred tax impacts resulting from the non-U.S. intercompany transfer of intellectual property, deferred tax impacts from global intangible low-taxed income, and significant reserve releases upon the statute of limitations expirations.
We continue to experience a shift toward a more significant mix of recurring revenue as demonstrated by our success in driving annualized recurring revenue (“ARR”) of $1,982.3 million, which represents growth of 24% year-over-year at the end of 2023 . Excluding the impact of foreign currency, acquisitions, and divestitures, ARR organic growth was 13% .
We continue to experience a shift toward a more significant mix of recurring revenue as demonstrated by our success in driving annualized recurring revenue (“ARR”) of $2,257.8 million, which represents growth of 14% year-over-year at the end of 2024 . Excluding the impact of foreign currency, acquisitions, and divestitures, organic ARR growth was 14% .
Basis of Presentation We use a 52–53 week fiscal year ending on the Friday nearest to December 31, which for 2023 was December 29, 2023. Both 2023 and 2022 were 52–week years. 2024 will be a 53-week year.
Basis of Presentation We use a 52–53 week fiscal year ending on the Friday nearest to December 31, which for 2024 was January 3, 2025. 2024 was a 53 -week year and 2023 was a 52 -week year . 2025 will be a 52-week year.
Other Purchase Obligations and Commitments Purchase obligations and commitments primarily relate to investments in our platform associated with our Connect and Scale strategy and non-cancellable inventory commitments. At the end of 2023, we had operating purchase obligations and commitments of $618.9 million, with $253.5 million payable within the next 12 months.
Other Purchase Obligations and Commitments Purchase obligations and commitments primarily relate to investments in our platform associated with our Connect & Scale strategy and non-cancellable inventory commitments. At the end of 2024, we had operating purchase obligations and commitments of $470.7 million, with $235.4 million payable within the next 12 months.
Our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”) views and evaluates operations based on the results of our reportable operating segments under our management reporting system. These results are not necessarily in conformance with U.S. GAAP. For additional discussion of our segments, refer to Note 7 “Segment Information” of this report.
Our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”) views and evaluates operations based on the results of our reportable operating segments under our management reporting system. These results are not necessarily in conformance with U.S. GAAP.
Our 2022 Credit Facility allows us to borrow up to $1.25 billion, with an option to increase the borrowings up to $1.75 billion with lender approval. As of December 29, 2023, $150.0 million was outstanding under the 2022 Credit Facility. Our 2023 Senior Notes totaling $300.0 million matured and were paid in June 2023.
Our 2022 credit facility allows us to borrow up to $1.25 billion, with an option to increase the borrowings up to $1.75 billion with lender approval. As of January 3, 2025, there was no outstanding debt under the 2022 credit facility. Our 2024 senior notes totaling $400.0 million matured and were paid in December 2024.
If the reporting unit's carrying amount exceeds its fair value, an impairment loss is recognized. We review intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable based on their future cash flows.
We review intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable based on their future cash flows.
Changes in recognition or measurement of our uncertain tax positions would result in the recognition of a tax benefit or an additional charge to the tax provision.
Determining whether an uncertain tax position is effectively settled requires judgment. Changes in recognition or measurement of our uncertain tax positions would result in the recognition of a tax benefit or an additional charge to the tax provision.
Additionally, the proposed transaction is expected to (i) simplify our Connect and Scale strategy, (ii) reduce risk of channel transition in the agriculture market, and (iii) enhance our financial profile and flexibility with a resulting higher mix of software, services, and recurring revenue, as well allowing us to repurchase stock and repay $1.1 billion of our debt through use of the net proceeds.
Additionally, the transaction is expected to (i) simplify our Connect & Scale strategy, (ii) reduce risk of channel transition in the agriculture market, and (iii) enhance our financial profile and flexibility with a resulting higher mix of software, services, and recurring revenue.
Alternatively, we may bypass the qualitative assessment and perform a quantitative impairment test. When performing a quantitative approach, we compare the reporting unit’s carrying amount, including goodwill, to the reporting unit's fair value. The estimation of a reporting unit's fair value involves using estimates and assumptions, including expected future operating performance using risk-adjusted discount rates.
When performing a quantitative approach, we compare the reporting unit’s carrying amount, including goodwill, to the reporting unit's fair value. The estimation of a reporting unit's fair value involves using estimates and assumptions, including expected future operating performance using risk-adjusted discount rates. If the reporting unit's carrying amount exceeds its fair value, an impairment loss is recognized.
Our growth strategy is centered on multiple elements: • Executing on our Connect and Scale strategy; • Increasing focus on software and services; • Focus on attractive markets with significant growth and profitability potential; • Domain knowledge and technological innovation that benefits a diverse customer base; • Geographic expansion with a localization strategy; • Optimized go-to-market strategies to best access our markets; • Strategic and targeted acquisitions, joint ventures, and investments; and • Sustainability.
Our growth strategy is centered on multiple elements: • Execute on our Connect & Scale strategy; • Deliver customer outcomes that can enable productivity, quality, safety, transparency, and environmental sustainability; • Focus on software and services; • Address attractive markets with significant growth and profitability potential; • Capitalize on domain knowledge and technological innovation that benefit a diverse customer base; • Drive geographic expansion with a localization strategy; • Optimize go-to-market strategies to best access our markets; and • Pursue strategic and targeted acquisitions, divestitures, joint ventures, and investments.
Judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and may not accurately forecast actual tax audit outcomes. Determining whether an uncertain tax position is effectively settled requires judgment.
Income Taxes We are a U.S. based multinational company operating in multiple U.S. and foreign jurisdictions. Judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and may not accurately forecast actual tax audit outcomes.
We believe that the development and introduction of new solutions are critical to our future success, and we expect to continue the active development of new products. S&M expense increased slightly primarily due to the Transporeon acquisition.
We believe that the development and introduction of new solutions are critical to our future success, and we expect to continue the active development of new products. S&M expense increased slightly primarily due to higher compensation expense, including commissions, and the impact of the additional week, partially offset by the impact of the Ag divestiture.
The estimated future cash flows are primarily based on assumptions about expected future operating performance. 31 Table of Contents RESULTS OF OPERATIONS Overview The following table shows revenue by category, gross margin and gross margin as a percentage of revenue, operating income and operating income as a percentage of revenue, diluted earnings per share, and annualized recurring revenue compared for the periods indicated: 2023 2022 Dollar Change % Change (In millions, except per share amounts) Revenue: Product $ 1,771.7 $ 1,986.1 $ (214.4) (11)% Subscription and services 2,027.0 1,690.2 336.8 20% Total revenue $ 3,798.7 $ 3,676.3 $ 122.4 3% Gross margin $ 2,332.8 $ 2,105.6 $ 227.2 11% Gross margin as a % of revenue 61.4 % 57.3 % Operating income $ 448.8 $ 510.9 $ (62.1) (12)% Operating income as a % of revenue 11.8 % 13.9 % Diluted earnings per share $ 1.25 $ 1.80 $ (0.55) (31)% Non-GAAP operating income (1) $ 934.7 $ 841.5 $ 93.2 11% Non-GAAP operating income as a % of revenue (1) 24.6 % 22.9 % Non-GAAP diluted earnings per share (1) $ 2.66 $ 2.64 $ 0.02 1% Annualized Recurring Revenue (“ARR”) (1) $ 1,982.3 $ 1,603.7 $ 378.6 24% (1) Refer to “Supplemental Disclosure of Non-GAAP Financial Measures and Annualized Recurring Revenue” of this report for definitions.
The estimated future cash flows are primarily based on assumptions about expected future operating performance. 30 Table of Contents RESULTS OF OPERATIONS Overview The following table shows revenue by category, gross margin and gross margin as a percentage of revenue, operating income and operating income as a percentage of revenue, diluted earnings per share, and annualized recurring revenue compared for the periods indicated: 2024 2023 Dollar Change % Change (In millions, except per share amounts) Revenue: Product $ 1,284.0 $ 1,771.7 $ (487.7) (28)% Subscription and services 2,399.3 2,027.0 372.3 18% Total revenue $ 3,683.3 $ 3,798.7 $ (115.4) (3)% Gross margin $ 2,396.3 $ 2,332.8 $ 63.5 3% Gross margin as a % of revenue 65.1 % 61.4 % Operating income $ 460.7 $ 448.8 $ 11.9 3% Operating income as a % of revenue 12.5 % 11.8 % Diluted earnings per share $ 6.09 $ 1.25 $ 4.84 387% Non-GAAP operating income (1) $ 937.2 $ 934.7 $ 2.5 —% Non-GAAP operating income as a % of revenue (1) 25.4 % 24.6 % Non-GAAP diluted earnings per share (1) $ 2.85 $ 2.66 $ 0.19 7% Annualized Recurring Revenue (“ARR”) (1) $ 2,257.8 $ 1,982.3 $ 275.5 14% (1) Refer to “Supplemental Disclosure of Non-GAAP Financial Measures and Annualized Recurring Revenue” of this report for definitions.
In addition, we have unrecognized tax benefits of $88.3 million included in Other non-current liabilities, including interest and penalties. At this time, we cannot make a reasonably reliable estimate of the period of cash settlement with tax authorities regarding this liability. Refer to Note 1 3 “Income Taxes” of this report for additional information regarding our taxes.
At this time, we cannot make a reasonably reliable estimate of the period of cash settlement with tax authorities regarding this liability. Refer to Note 13 “Income Taxes” in Item 8 of this report for additional information regarding our taxes.
Research and Development, Sales and Marketing, and General and Administrative Expense The following table shows research and development (“R&D”), sales and marketing (“S&M”), and general and administrative (“G&A”) expense along with these expenses as a percentage of revenue for the periods indicated: 2023 2022 Dollar Change % Change (In millions) Research and development $ 664.3 $ 542.1 $ 122.2 23% Percentage of revenue 17.5 % 14.7 % Sales and marketing $ 583.0 $ 553.6 $ 29.4 5% Percentage of revenue 15.3 % 15.1 % General and administrative $ 487.5 $ 422.2 $ 65.3 15% Percentage of revenue 12.8 % 11.5 % Total $ 1,734.8 $ 1,517.9 $ 216.9 14% R&D expense increased primarily due to higher compensation expense, including incentive compensation, and to a lesser extent, the Transporeon acquisition.
Research and Development, Sales and Marketing, and General and Administrative Expense The following table shows research and development (“R&D”), sales and marketing (“S&M”), and general and administrative (“G&A”) expense along with these expenses as a percentage of revenue for the periods indicated: 2024 2023 Dollar Change % Change (In millions) Research and development $ 662.3 $ 664.3 $ (2.0) —% Percentage of revenue 18.0 % 17.5 % Sales and marketing $ 603.8 $ 583.0 $ 20.8 4% Percentage of revenue 16.4 % 15.3 % General and administrative $ 547.9 $ 487.5 $ 60.4 12% Percentage of revenue 14.9 % 12.8 % Total $ 1,814.0 $ 1,734.8 $ 79.2 5% R&D expense decreased primarily due to the impact of the divestiture, partially offset by expense related to Transporeon, and to a lesser extent, the impact of the additional week.
Lastly, we believe that our core operating performance offers a supplemental measure for period-to-period comparisons and can be used to evaluate our historical and prospective financial performance, as well as our performance relative to competitors. Organic revenue growth is a non-GAAP measure that refers to revenue excluding the impacts of (i) foreign currency translation, and (ii) acquisitions and divestitures.
Lastly, we believe that our core operating performance offers a supplemental measure for period-to-period comparisons and can be used to evaluate our historical and prospective financial performance, as well as our performance relative to competitors.
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. Adjusted EBITDA We define Adjusted EBITDA as non-GAAP operating income plus depreciation expense, cloud computing amortization, and income from equity method investments, net.
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.
Amortization of Purchased Intangible Assets The following table shows amortization of purchased intangible assets for the periods indicated: 2023 2022 Dollar Change % Change (In millions) Cost of sales $ 108.7 $ 85.0 $ 23.7 28% Operating expenses 103.6 46.6 57.0 122% Total amortization expense of purchased intangibles $ 212.3 $ 131.6 $ 80.7 61% Total amortization expense of purchased intangibles as a percentage of revenue 6 % 4 % In 2023, total amortization expense of purchased intangibles increased primarily due to amortization of intangibles acquired from the Transporeon acquisition, which were not applicable in the prior year .
Amortization of Purchased Intangible Assets The following table shows amortization of purchased intangible assets for the periods indicated: 2024 2023 Dollar Change % Change (In millions) Cost of sales $ 93.3 $ 108.7 $ (15.4) (14)% Operating expenses 105.7 103.6 2.1 2% Total amortization expense of purchased intangibles $ 199.0 $ 212.3 $ (13.3) (6)% Total amortization expense of purchased intangibles as a percentage of revenue 5 % 6 % In 2024, total amortization expense of purchased intangibles decreased primarily due to the expiration of prior years’ acquisition amortization, partially offset by the amortization of intangibles acquired from the Transporeon acquisition, which was not applicable in the first quarter of 2023.
Operating leases represent undiscounted lease payments and include short-term leases. 37 Table of Contents At the end of 2023, we had fixed lease payment obligations of $208.9 million, with $49.3 million payable within the next 12 months. Refer to Note 9 “Leases” of this report for additional information regarding our leases.
At the end of 2024, we had fixed lease payment obligations of $182.1 million, with $39.4 million payable within the next 12 months. Refer to Note 9 “Leases” in Item 8 of this report for additional information regarding our leases.
EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS The impact of recent accounting pronouncements is disclosed in Note 1 “Description of Business and Accounting Policies” of this report.
Refer to Note 15 “Common Stock Repurchase” in Item 8 of this report for additional information regarding our stock repurchase program. EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS The impact of recent accounting pronouncements is disclosed in Note 1 “Description of Business and Accounting Policies” in Item 8 of this report.
Debt At the end of 2023, we had outstanding fixed-rate senior notes and floating credit facilities with varying maturities for an aggregate principal amount of approximately $3.1 billion. Future interest payments total $898.4 million, with $190.7 million payable within the next 12 months.
Other than the items discussed above, we do not have any off-balance sheet financing arrangements or liabilities. Debt At the end of 2024, we had outstanding fixed-rate senior notes with varying maturities for an aggregate principal amount of $1.4 billion. Future interest payments total $517.7 million, with $78.2 million payable within the next 12 months.
We continue to maintain focus on new product introductions and transitions to recurring revenue. 36 Table of Contents LIQUIDITY AND CAPITAL RESOURCES At the End of Year 2023 2022 Dollar Change % Change (In millions, except percentages) Cash and cash equivalents (1) $ 238.9 $ 271.0 $ (32.1) (12) % As a percentage of total assets 2.5 % 3.7 % Principal balance of outstanding debt $ 3,080.4 $ 1,525.0 $ 1,555.4 102 % Years 2023 2022 Dollar Change % Change (In millions) Net cash provided by operating activities $ 597.1 $ 391.2 $ 205.9 53 % Net cash used in investing activities (2,068.1) (226.3) (1,841.8) 814 % Net cash provided by (used in) financing activities 1,431.5 (199.0) 1,630.5 (819) % Effect of exchange rate changes on cash and cash equivalents 7.4 (20.6) 28.0 (136) % Net (decrease) increase in cash and cash equivalents $ (32.1) $ (54.7) (1) Includes $9.1 million of cash and cash equivalents classified as held for sale as of December 29, 2023.
The increase was also driven by the impact of the Transporeon acquisition, which closed in the second quarter of 2023. 34 Table of Contents LIQUIDITY AND CAPITAL RESOURCES At the End of Year 2024 2023 Dollar Change % Change (In millions, except percentages) Cash and cash equivalents (1) $ 747.8 $ 238.9 $ 508.9 213 % As a percentage of total assets 7.9 % 2.5 % Principal balance of outstanding debt $ 1,400.0 $ 3,080.4 $ (1,680.4) (55) % Years 2024 2023 Dollar Change % Change (In millions) Net cash provided by operating activities $ 531.4 $ 597.1 $ (65.7) (11) % Net cash provided by (used in) investing activities 1,861.1 (2,068.1) 3,929.2 (190) % Net cash (used in) provided by financing activities (1,864.2) 1,431.5 (3,295.7) (230) % Effect of exchange rate changes on cash and cash equivalents (19.4) 7.4 (26.8) (362) % Net increase (decrease) in cash and cash equivalents $ 508.9 $ (32.1) (1) Includes $9.0 million and $9.1 million of cash and cash equivalents classified as held for sale as of January 3, 2025 and December 29, 2023.
In instances where SSP is not directly observable, we estimate SSP considering multiple factors including but not limited to, our internal cost, pricing practices, sales channel, competitive positioning, and overall market and business environments.
We estimate SSP considering multiple factors including but not limited to, our internal cost, pricing practices, sales channel, competitive positioning, and overall market and business environments. As our offerings and markets change, we may be required to reassess our estimated SSP and, as a result, the timing and classification of our revenue could be affected.
Qualitative factors include but are not limited to macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, or other relevant company-specific events. If it is determined more likely than not that the fair value of a goodwill reporting unit is less than its carrying amount, we perform a quantitative analysis.
If it is determined more likely than not that the fair value of a goodwill reporting unit is less than its carrying amount, we perform a quantitative analysis. Alternatively, we may bypass the qualitative assessment and perform a quantitative impairment test.
Operating income and operating income as a percentage of revenue increased primarily from gross margin expansion due to increased sales and a higher mix of software and subscription revenue, partially offset by increased operating expense. Operating expense increased due to increased compensation expense and investments, including our Connect and Scale strategy.
Operating income and operating income as a percentage of revenue increased primarily due to strong organic revenue growth and gross margin expansion, partially offset by increased operating expense associated with double digit revenue growth.
The following table is a summary of revenue and operating income by segment compared for the periods indicated: 2023 2022 Dollar Change % Change (In millions) Buildings and Infrastructure Segment revenue $ 1,593.1 $ 1,494.0 $ 99.1 7% Segment revenue as a % of total revenue 42 % 41 % Segment operating income $ 440.8 $ 406.3 $ 34.5 8% Segment operating income as a % of segment revenue 27.7 % 27.2 % Geospatial Segment revenue $ 695.5 $ 756.5 $ (61.0) (8)% Segment revenue as a % of total revenue 18 % 21 % Segment operating income $ 209.1 $ 221.4 $ (12.3) (6)% Segment operating income as a % of segment revenue 30.1 % 29.3 % Resources and Utilities Segment revenue $ 769.1 $ 821.6 $ (52.5) (6)% Segment revenue as a % of total revenue 20 % 22 % Segment operating income $ 270.6 $ 278.3 $ (7.7) (3)% Segment operating income as a % of segment revenue 35.2 % 33.9 % Transportation Segment revenue $ 741.0 $ 604.2 $ 136.8 23% Segment revenue as a % of total revenue 20 % 16 % Segment operating income $ 130.2 $ 58.8 $ 71.4 121% Segment operating income as a % of segment revenue 17.6 % 9.7 % The following table is a reconciliation of our consolidated segment operating income to consolidated income before taxes: 2023 2022 (In millions) Consolidated segment operating income $ 1,050.7 $ 964.8 Unallocated general corporate expenses (116.0) (123.3) Purchase accounting adjustments (212.3) (131.6) Acquisition / divestiture items (72.4) (32.8) Stock-based compensation / deferred compensation (151.1) (112.0) Restructuring and other costs (50.1) (54.2) Consolidated operating income 448.8 510.9 Total non-operating income (expense), net (91.8) 58.2 Consolidated income before taxes $ 357.0 $ 569.1 34 Table of Contents Buildings and Infrastructure Change versus 2022 2023 % Change Change in Revenue - Buildings and Infrastructure 7 % Acquisitions 2 % Divestitures (2) % Foreign currency exchange — % Organic growth 7 % Organic revenue increased due to strong demand for our subscription and term license software.
The following table is a summary of revenue and operating income by segment compared for the periods indicated: 2024 2023 Dollar Change % Change (In millions) AECO Segment revenue $ 1,358.6 $ 1,110.5 $ 248.1 22% Segment revenue as a % of total revenue 37 % 29 % Segment operating income $ 463.6 $ 329.0 $ 134.6 41% Segment operating income as a % of segment revenue 34.1 % 29.6 % Field Systems Segment revenue $ 1,535.9 $ 1,967.9 $ (432.0) (22)% Segment revenue as a % of total revenue 42 % 52 % Segment operating income $ 442.0 $ 603.5 $ (161.5) (27)% Segment operating income as a % of segment revenue 28.8 % 30.7 % T&L Segment revenue $ 788.8 $ 720.3 $ 68.5 10% Segment revenue as a % of total revenue 21 % 19 % Segment operating income $ 155.1 $ 118.2 $ 36.9 31% Segment operating income as a % of segment revenue 19.7 % 16.4 % The following table is a reconciliation of our consolidated segment operating income to consolidated income before taxes: 2024 2023 (In millions) Total segment operating income $ 1,060.7 $ 1,050.7 Unallocated general corporate expenses (123.5) (116.0) Amortization of purchased intangible assets (199.0) (212.3) Acquisition / divestiture items (81.6) (72.4) Stock-based compensation / deferred compensation (163.5) (151.1) Restructuring and other costs (32.4) (50.1) Consolidated operating income 460.7 448.8 Total non-operating income (expense), net 1,545.2 (91.8) Consolidated income before taxes $ 2,005.9 $ 357.0 AECO Change versus 2023 2024 % Change Change in Revenue - AECO 22 % Divestitures (1) % Foreign currency exchange 1 % Organic growth 22 % Organic revenue increased due to strong demand for subscription offerings, particularly for Viewpoint, Architecture and Design, and to a lesser extent, MEP and Structures offerings.
Any purchase consideration in excess of the fair values of the net assets acquired is recorded as goodwill. We evaluate goodwill on an annual basis in our fourth quarter or more frequently if indicators of potential impairment exist. To determine whether goodwill is impaired, we first assess qualitative factors.
We evaluate goodwill on an annual basis in our fourth quarter or more frequently if indicators of potential impairment exist. To determine whether goodwill is impaired, we first assess qualitative factors. Qualitative factors include but are not limited to macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, or other relevant company-specific events.
Investing Activities The increase in cash used in investing activities was primarily due to acquisition activities in the current year, including the Transporeon acquisition, and higher proceeds from divestitures in the prior year.
Investing Activities The increase in cash provided by investing activities was primarily due to the $1.9 billion of proceeds received from the Ag divestiture in the current year, as compared to the $2.0 billion payment in the prior year for the acquisition of Transporeon.
We anticipate repaying $1.1 billion of our debt through the use of the net proceeds from the proposed AGCO JV transaction. Refer to Note 4 “ Divestitures ” of this report for additional information. During 2023, we had $1.6 billion of proceeds from debt, net of the payments.
During 2024, we made $1.7 billion in debt payments through the use of the net proceeds from the Ag divestiture and cash on hand. Refer to Note 8 “Debt” in Item 8 of this report for additional information regarding our debt.
Year 2023 Compared with Year 2022 Revenue 2023 Change versus 2022 % Change Product Subscription and Services Total Revenue Change in Revenue (11) % 20 % 3 % Acquisitions — % 9 % 4 % Divestitures (3) % (2) % (2) % Organic growth (8) % 13 % 1 % Organic total revenue was up 1%.
Year 2024 Compared with Year 2023 Revenue 2024 Change versus 2023 % Change Product Subscription and Services Total Revenue Change in Revenue (28) % 18 % (3) % Acquisitions 2 % 2 % 2 % Divestitures (21) % (1) % (10) % Organic growth (9) % 17 % 5 % Organic total revenue increased due to the increased mix of subscription and services revenue and the impact of the additional week in fiscal 2024.
Non-GAAP items tax effected . This amount adjusts the provision for income taxes to reflect the effect of the non-GAAP items (A) - (D) on non-GAAP net income. (F). Difference in GAAP and Non-GAAP tax rate .
Non-GAAP non-operating expense net, excludes our proportionate share of items recorded in income from equity method investment items, such as goodwill impairment, amortization of purchased intangibles, stock-based compensation, and restructuring costs. (E). Non-GAAP items tax effected . This amount adjusts the provision for income taxes to reflect the effect of the non-GAAP items (A) through (D) on non-GAAP net income.
Additionally, North American mobility hardware sales increased in 2023. Operating income and operating income as a percentage of revenue increased primarily due to gross margin expansion, driven by a higher mix of subscription revenue, including the impact of the Transporeon acquisition.
Gross margin as a percentage of revenue increased due to the organic growth of higher margin software and subscription sales and the divestiture of Ag’s lower margin hardware sales. 31 Table of Contents Operating Income Operating income and operating income as a percentage of revenue increased primarily due to organic growth and associated gross margin expansion and to a lesser extent, the impact of the additional week.
Throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we refer to organic revenue growth, which is a non-GAAP measure.
As our solutions have expanded, our go-to-market model has also evolved with a balanced mix between direct, distribution, and OEM customers as well as enterprise-level customer relationships. Throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, we refer to organic revenue growth, which is a non-GAAP measure.
Non-Operating Income (Expense), Net The following table shows non-operating income (expense), net for the periods indicated: 2023 2022 Dollar Change % Change (In millions) Divestitures gain, net $ 9.2 $ 99.0 $ (89.8) (91)% Interest expense, net (161.0) (71.1) (89.9) 126% Income from equity method investments, net 28.1 31.1 (3.0) (10)% Other income (expense), net 31.9 (0.8) 32.7 (4088)% Total non-operating income (expense), net $ (91.8) $ 58.2 $ (150.0) (258)% Non-operatin g expense, net in creased primarily due to lower net gains from divestitures and higher interest expense from the new debt associated with the Transporeon acquisition, partially offset by foreign currency hedging gains associated with the Transporeon acquisition and fluctuations in the deferred compensation plan assets, both included in Other income (expense), net.
Non-Operating Income (Expense), Net The following table shows non-operating income (expense), net for the periods indicated: 2024 2023 Dollar Change % Change (In millions) Divestitures gain, net $ 1,687.9 $ 9.2 $ 1,678.7 18247% Interest expense, net (90.7) (161.0) 70.3 (44)% (Loss) income from equity method investments, net (48.1) 28.1 (76.2) (271)% Other (loss) income, net (3.9) 31.9 (35.8) (112)% Total non-operating income (expense), net $ 1,545.2 $ (91.8) $ 1,637.0 (1783)% Non-operating income, net increased primarily due to the Ag divestiture gain and lower interest expense.
Organic ARR refers to annualized recurring revenue excluding the impacts of (i) foreign currency translation, and (ii) acquisitions and divestitures. ARR and organic ARR should be viewed independently of revenue and deferred revenue as they are performance measures and are not intended to be combined with or to replace either of those items.
Organic ARR refers to annualized recurring revenue excluding the impacts of (i) foreign currency translation, and (ii) acquisitions and divestitures that closed in the prior 12 months.
Financing Activities The increase in cash provided by financing activities was primarily driven by proceeds from our $800.0 million issuance of 2033 Senior Notes and $1.0 billion term loans in the current year, and higher common stock repurchases in the prior year.
Financing Activities The increase in cash used in financing activities was primarily driven by the $1.7 billion repayment of debt in the current year, as compared to the prior year’s $2.0 billion of proceeds from the issuance of debt for the acquisition of Transporeon, partially offset by the $500.0 million repayment of debt.
On January 28, 2024, our Board of Directors approved a 2024 Stock Repurchase Program that allows us to repurchase stock from time to time, through accelerated stock repurchase plans, open market transactions, privately negotiated transactions, block purchases, tender offers, or by other means for up to $800.0 million.
We may repurchase stock from time to time through accelerated stock repurchase programs, open market transactions, privately negotiated transactions, block purchases, tender offers, or other means. The stock repurchase program does not obligate us to acquire any specific number of shares.
Gross Margin Gross margin and gross margin as a percentage of revenue increased due to an increased mix of higher margin software and subscription sales including organic growth and the Transporeon acquisition, and declines in hardware sales, as well as lower supply chain costs.
Gross Margin Gross margin increased due to the organic growth of higher margin software and subscription sales, including the impact of the additional week, partially offset by the divestiture of Ag margin hardware sales.
On September 28, 2023, we executed a definitive agreement with AGCO that provides for the formation of a JV with AGCO in the mixed fleet precision agriculture market. Under the terms of the agreement, we will contribute the Trimble Ag business, excluding certain GNSS and guidance technologies, and AGCO will contribute its JCA Technologies business to the JV.
Ag Divestiture On September 28, 2023, we executed a Sale and Contribution Agreement with AGCO that provided for the formation of a joint venture, called PTx Trimble, that operates in the mixed fleet precision agriculture market. The agreement was amended and restated on March 31, 2024, and the transaction closed on April 1, 2024.
Refer to Note 8 “Debt” of this report for additional information regarding our debt.
For additional discussion of our segments, refer to Note 7 “ Reporting Segment and Geographic Information” in Item 8 of this report.
G&A expense increased primarily due to higher acquisition and divestiture transaction costs, the Transporeon acquisition, and to a lesser extent, increased compensation expense, including incentive compensation.
G&A expense increased primarily due to divestiture transaction costs, and to a lesser extent, investments related to our Connect & Scale strategy and the impact of the additional week. The increase was partially offset by the impact of the Ag divestiture.
Geospatial Change versus 2022 2023 % Change Change in Revenue - Geospatial (8) % Divestitures (4) % Organic growth (4) % Organic revenue decreased due to lower surveying hardware sales due to reductions in dealer inventory levels as a result of improved lead times and reduced end user demand. The declines were partially offset by higher U.S.
Field Systems Change versus 2023 2024 % Change Change in Revenue - Field Systems (22) % Acquisitions 1 % Divestitures (19) % Organic growth (4) % Organic revenue decreased primarily due to higher U.S. federal government sales of Surveying products in the prior year, partially offset by Civil Construction and Advanced Positioning sales growth in the current year.
Operating Activities The increase in cash provided by operating activities was primarily driven by lower inventory purchases and reduced bonus payouts. The increase was partially offset by a decrease in deferred revenue due to the timing of billings and higher interest payments.
Operating Activities The decrease in cash provided by operating activities was primarily driven by higher tax payments associated with the Ag divestiture gain, and higher accounts receivable due to the impact of the additional week in the fourth quarter of 2024.
Operating income as a percentage of revenue was up primarily due to gross margin expansion driven by a higher mix of software and subscription revenue and lower hardware supply chain costs. 35 Table of Contents Transportation Change versus 2022 2023 % Change Change in Revenue - Transportation 23 % Acquisitions 21 % Divestitures (2) % Organic growth 4 % Organic revenue increased primarily driven by enterprise and MAPS subscription revenue growth.
Operating income and operating income as a percentage of revenue increased primarily due to organic revenue growth and gross margin expansion.
Although we will continue to evaluate the optimal capital structure for our business following the completion of the pending sale, we expect to use the $1.5 billion of estimated proceeds after tax to repurchase stock and repay approximately $1.1 billion in debt.
We used a portion of the proceeds to repay $1.0 billion of term loans and expect to use the majority of the remaining proceeds after tax to repurchase stock.
Removed
Additionally, we continue to maintain focus on new product introductions and transitions to recurring revenue as evidenced by the Transporeon business and the pending Trimble Ag JV Transaction (as described below). As our solutions have expanded, our go-to-market model has also evolved with a balanced mix between direct, distribution, and OEM customers as well as enterprise-level customer relationships.
Added
Additionally, we continue to maintain focus on increasing our mix of recurring revenue, which is accelerated by the Transporeon acquisition that closed in the second quarter of 2023 and the Ag divestiture that closed in the second quarter of 2024 .
Removed
We will sell an interest in the JV to AGCO for $2.0 billion in pre-tax cash proceeds, subject to working capital adjustments.
Added
This is demonstrated by the 12 acquisitions and 23 divestitures that we have completed since 2020, including the Transporeon acquisition, the Ag divestiture, and the Mobility divestiture. Mobility Divestiture On September 14, 2024, we entered into a definitive agreement with Platform Science to sell our Mobility business.
Removed
Immediately following the closing of this proposed transaction, we will own 15% of the JV and AGCO will own 85% of the JV. 29 Table of Contents Additionally, we plan to enter into the following agreements with AGCO as part of the overall proposed transaction: • a seven-year, renewable Supply Agreement through which we will provide key GNSS and guidance technologies to the JV for use in professional agriculture machines sold by AGCO, on an exclusive basis with limited exceptions; • a Technology Transfer and License Agreement to govern the licensing of certain non-divested intellectual property and technology for use by the JV in the agriculture field and, upon expiration of the Supply Agreement, to govern fixed and variable royalty payments made to us by the JV; • a Trademark License Agreement to govern the licensing of certain Trimble trademarks for use by the JV in the agriculture field; • a Positioning Services Agreement through which the JV will serve as our channel partner for the positioning services in the agriculture market; and • a Transition Services Agreement to provide contract manufacturing services for the divested products for two years following closing of the proposed transaction.
Added
Subsequent to the end of the year 2024, the transaction closed on February 8, 2025 resulting in our ownership , or rights to acquire ownership of 32.5% of Platform Science’s expanded business with an approximate fair value of $248.7 million.
Removed
The proposed transaction is expected to close in the first half of 2024 and is subject to customary closing conditions, including regulatory approvals. Trimble Ag is reported as a part of our Resources and Utilities segment.
Added
The approximate fair value was determined based on unobservable inputs, including discounted cash flow projections, market comparables, and an option pricing model.
Removed
The assets and liabilities of Trimble Ag that are subject to the proposed transaction were classified as held for sale at the end of 2023. See Note 4 “ Divestitures ” of this report. On April 3, 2023, we acquired all of the outstanding shares of Transporeon in an all-cash transaction valued at €1.9 billion or $2.1 billion.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeDue to the nature of our cash equivalents that they are readily convertible to cash, we do not anticipate any material effect on our portfolio due to fluctuations in interest rates. In the second quarter of 2023, we borrowed $1.2 billion of variable-rate debt in conjunction with the Transporeon acquisition.
Biggest changeDue to the nature of our cash equivalents—that they are readily convertible to cash—we do not anticipate any material effect on our portfolio due to fluctuations in interest rates. 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.
We enter into foreign currency forward contracts to minimize the short-term impact of foreign currency exchange rate fluctuations on cash, debt, and certain trade and intercompany receivables and payables, primarily denominated in Euro, Canadian Dollars, New Zealand Dollars, British Pound, and Brazilian Real.
We enter into foreign currency forward contracts to minimize the short-term impact of foreign currency exchange rate fluctuations on cash, debt, and certain trade and intercompany receivables and payables, primarily denominated in Euro, Canadian Dollars, New Zealand Dollars, British Pound, and Australian Dollars.
Our foreign currency contracts are marked-to-market through earnings every period and generally range in maturity from one to two months, or from four to six months for acquisitions. We do not enter into foreign currency contracts for trading purposes.
Our foreign currency contracts are marked-to-market through earnings every period and generally range in maturity from one to two months. We do not enter into foreign currency contracts for trading purposes.
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.
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 2024, changes in foreign currency exchange rates had a favorable impact of $2.7 million on revenue and $5.9 million on operating income.
Foreign currency contracts outstanding at the end of 2023 and 2022 are summarized as follows: At the End of 2023 At the End of 2022 Nominal Amount Fair Value Nominal Amount Fair Value (In millions) Forward contracts: Purchased $ (120.3) $ 0.3 $ (77.9) $ — Sold 50.8 (0.3) 130.6 0.2 Foreign currency exchange contract related to acquisition — — 1,999.4 10.4 42 Table of Contents TRIMBLE INC.
Foreign currency contracts outstanding at the end of 2024 and 2023 are summarized as follows: At the End of 2024 At the End of 2023 Nominal Amount Fair Value Nominal Amount Fair Value (In millions) Forward contracts: Purchased $ (624.0) $ (8.2) $ (120.3) $ 0.3 Sold 24.0 — 50.8 (0.3) 40 Table of Contents Index to Financial Statements
Removed
At the end of 2023, our outstanding balance of variable-rate debt was $1.3 billion, see details in Note 8 “Debt” of this report. We are exposed to market risk due to the possibility of changing interest rates.
Removed
While not predictive, a hypothetical 50 basis point increase in interest rates on our variable-rate debt would result in an increase of approximately $6.5 million in annual interest expense. 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.
Removed
In 2023, changes in foreign currency exchange rates had a favorable impact of $0.9 million on revenue and an unfavorable impact of $5.8 million on operating income.
Removed
INDEX TO FINANCIAL STATEMENTS Consolidated Balance Sheets 44 Consolidated Statements of Income 45 Consolidated Statements of Comprehensive Income 46 Consolidated Statements of Stockholders’ Equity 47 Consolidated Statements of Cash Flows 48 Notes to Consolidated Financial Statements 49 Note 1. De scription of Business and Accounting Policies 49 Note 2. Earnings per Share 54 Note 3. Acquisitio ns 54 Note 4.
Removed
D ivestitures 56 Note 5. Intangible Assets and Goodwill 57 Note 6. Certain Balance Sheet Components 58 Note 7. Reporting Segment and Geographic Information 59 Note 8. Debt 62 Note 9. Leases 63 Note 10. Commitments and Contingencies 64 Note 11. Fair Value Measurements 65 Note 12. Deferred Revenue and Remaining Performance Obligations 66 Note 13.
Removed
Income Taxes 66 Note 14. Employee Stock Benefit Plans 69 Note 15. Common Stock Repurchase 71 Note 1 6 . S ubsequent Event 71 Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42) 72 43 Table of Contents Index to Financial Statements

Other TRMB 10-K year-over-year comparisons