0000864749false00008647492024-08-062024-08-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2024
Trimble Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-14845 94-2802192
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
I.D. No.)
10368 Westmoor Dr, Westminster, CO 80021
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (720) 887-6100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareTRMBNASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 2.02 Results of Operations and Financial Condition.
On August 6, 2024, Trimble Inc. (the “Company”) issued a press release reporting its financial results for the quarter ended June 28, 2024. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 2.02 of this Current Report on Form 8-K shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in such filing.
Item 8.01 Other Items.
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 3, 2024, subsequent to the filing of the Company’s Annual Report on Form 10-K with the SEC on February 26, 2024 (the “Form 10-K”), Ernst & Young LLP (“EY”), the Company’s independent registered public accounting firm, informed the Company that in preparing for an upcoming Public Company Accounting Oversight Board inspection, EY had identified concerns regarding the design and execution of certain information technology (“IT”) and other controls for revenue-related systems and processes as of December 29, 2023 that had not been evaluated. On May 2, 2024, the Audit Committee of the Board of Directors of the Company and management, after discussion with EY, concluded there was an additional material weakness related to certain IT and other controls for revenue-related systems and processes as of December 29, 2023 that was not previously disclosed in Management’s Annual Report on Internal Control over Financial Reporting.
Since then, EY and the Company’s management have been evaluating other matters related to the Company’s internal control over financial reporting. It is possible that additional material weaknesses could be identified over the course of the ongoing assessment.
EY has been performing and continues to perform incremental audit procedures responsive to the identified material weaknesses. This work is nearing completion, and the Company currently expects EY’s assessments of the impact of the matters noted above to be completed in approximately a month or so. Based on the work to date, management has not identified any errors that would result in a restatement to the consolidated financial statements for the periods presented in the Form 10-K or for any previously released financial results. Furthermore, EY has not withdrawn its audit report on the financial statements included in the Form 10‑K.
Additionally, management, with the oversight of the Audit Committee of the Board of Directors of the Company, is currently taking actions to remediate the material weaknesses and is implementing additional processes and controls to address the underlying causes associated with the material weakness.
Among other things, the Company has designed and implemented review controls over third-party valuation specialists to add greater levels of precision to detect and prevent potential material misstatements, including the establishment of process and controls to evaluate adequate review and evidence used in the valuation of acquired intangible assets to remediate the previously reported material weakness related to the business combination with Transporeon. The Company is also in the process of reassessing the design of certain information technology general controls and information technology application controls for relevant business systems and applications that support the Company’s preparation of the consolidated financial statements.
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. The Company believes that the measures described above will remediate the control deficiencies it has identified and strengthen its internal control over financial reporting. The Company is committed to continuing to improve its internal control processes and will continue to review, optimize, and enhance its financial reporting controls and procedures.
The Company intends to delay the filing of its Quarterly Report on Form 10-Q for the second quarter ended June 28, 2024, until EY completes the assessment of the impacts of the matters noted above. It is expected that these assessments will not be completed in time for the Company to file its Form 10-Q for the second quarter ended June 28, 2024 by the due date.
Forward-Looking Statements
This document and the exhibits contain forward-looking statements within the meaning of Section 21E of the Exchange Act of 1934, as amended, which are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the effectiveness of the Company’s internal controls, the further impact to the Company, and the Company’s expectation as to the anticipated timing of the filing of the Company’s Form 10-Q for the quarter ended June 28, 2024. While management has not identified any errors based on the work to date that would result in a


restatement to the consolidated financial statements for the periods presented in the Form 10-K or for any previously released financial results, it is possible that errors could be discovered in the ongoing audit that could lead to such a restatement. These forward-looking statements are subject to change, and actual results may materially differ from those set forth in this Current Report due to certain risks and uncertainties. Factors that could cause or contribute to changes in such forward-looking statements include, but are not limited to, the expected timing and results of EY’s completion of its additional audit procedures. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements set forth in reports filed with the SEC, including the Company’s current reports on Form 8-K, quarterly reports on Form 10-Q and its annual report on Form 10-K, such as statements regarding changes in economic conditions and the impact of competition. Undue reliance should not be placed on any forward-looking statement contained herein. These statements reflect the Company’s position as of the date of this Current Report. The Company expressly disclaims any undertaking to release publicly any updates or revisions to any statements to reflect any change in the Company’s expectations or any change of events, conditions, or circumstances on which any such statement is based.
Item 9.01 Financial Statements and Exhibits.
    (d) Exhibits.
Exhibit No. Description
99.1 
104
The cover page from this Report on Form 8-K, formatted in Inline XBRL



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 TRIMBLE INC.
 a Delaware corporation
   
    
Dated: August 6, 2024
By:/s/ David G. Barnes 
  David G. Barnes 
  Chief Financial Officer 



Exhibit 99.1
Trimble Announces Second Quarter 2024 Results
•Record annualized recurring revenue, reflecting ongoing execution of the Connect & Scale strategy
•Record second quarter gross margin, demonstrating continuing business transformation and favorable mix shift
•Raising full year guidance for revenue and earnings per share
WESTMINSTER, Colo., Aug 6, 2024 - Trimble Inc. (NASDAQ: TRMB) today announced financial results for the second quarter of 2024.
Second Quarter 2024 Financial Highlights
•Revenue of $870.8 million, down 12 percent on a year-over-year basis, up 1 percent on an organic basis
•Annualized recurring revenue ("ARR") was $2.11 billion, up 12 percent year-over-year, up 14 percent on an organic basis
•GAAP operating income was $61.6 million, 7.1 percent of revenue and non-GAAP operating income was $194.4 million, 22.3 percent of revenue
•GAAP net income was $1,316.4 million and non-GAAP net income was $151.9 million
•Diluted earnings per share ("EPS") was $5.34 on a GAAP basis and $0.62 on a non-GAAP basis
•Adjusted EBITDA was $214.0 million, 24.6 percent of revenue
Executive Quote
"Strong execution across our business resulted in revenue and EPS above the midpoint of guidance. ARR reached a record $2.11 billion and gross margin also achieved a record level," said Rob Painter, Trimble's president and chief executive officer. "Our second quarter results demonstrate how Trimble's increased level of simplification and focus is delivering technology solutions to enhance customer productivity. We are raising our total year guidance, and we are excited to see Trimble innovation continue to transform the way the world works."
Forward-Looking Guidance
For the full-year 2024, Trimble expects to report revenue between $3,590 million and $3,670 million, GAAP earnings per share of $6.41 to $6.54, and non-GAAP earnings per share of $2.67 to $2.81. GAAP guidance assumes a tax rate of 24.0 percent and non-GAAP guidance assumes a tax rate of 17.2 percent. Both GAAP and non-GAAP earnings per share assume approximately 245 million shares outstanding.
For the third quarter of 2024, Trimble expects to report revenue between $840 million and $880 million, GAAP earnings per share of $0.28 to $0.34, and non-GAAP earnings per share of $0.58 to $0.64. GAAP guidance assumes a tax rate of 16.2 percent and non-GAAP guidance assumes a tax rate of 17.2 percent. Both GAAP and non-GAAP earnings per share assume approximately 245 million shares outstanding.
Full-year 2024 and third quarter of 2024 guidance both reflect the closing of the joint venture with AGCO which closed at the beginning of the second quarter of 2024. A reconciliation of the non-GAAP measures to the most directly comparable GAAP measures and other information relating to these non-GAAP measures are included in the supplemental reconciliation schedule attached.
Investor Conference Call / Webcast Details
Trimble will hold a conference call on August 6, 2024 at 8:00 a.m. ET to review its second quarter of 2024 results. An accompanying slide presentation will be made available on the "Investors" section of the Trimble website, www.trimble.com, under the subheading "Events & Presentations." The call will be broadcast live on the web at http://investor.trimble.com. Investors without internet access may dial into the call at (888) 660-6347 (U.S.) or (929) 201-6594 (international). The conference ID is 1043223. The replay will also be available on the web at the address above.
About Trimble
Trimble is transforming the ways people move, build and live. Core technologies in positioning, modeling and data analytics connect the digital and physical worlds to improve our customers' productivity, quality, safety, transparency and sustainability. For more information about Trimble (NASDAQ: TRMB), visit: www.trimble.com.
Safe Harbor
Certain statements made in this press release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are made pursuant to the safe harbor provisions of the Securities Litigation


Reform Act of 1995. These statements include expectations about our future financial and operational results. These forward-looking statements are subject to change, and actual results may materially differ due to certain risks and uncertainties. The Company's results may be adversely affected if the Company is unable to market, manufacture and ship new products, obtain new customers, effectively integrate new acquisitions or consummate divestitures in a timely manner, or get the benefits it is expecting from its joint ventures, including with AGCO. The Company's results would also be negatively impacted due to weakness and deterioration in the US and global macroeconomic outlook, including slowing growth, inflationary pressures and increases in interest rates, which may affect demand for our products and services and increase our costs, adversely affecting our revenues and profitability, supply chain shortages and disruptions, the pace at which our dealers work through their inventory, changes in our distribution channels, adverse geopolitical developments and the potential impact of volatility and conflict in the political and economic environment, including conflicts in the Middle East and between Russia and Ukraine and its direct and indirect impact on our business, foreign exchange fluctuations, the pace we transition our business model towards a subscription model, the imposition of barriers to international trade, the impact of acquisitions or divestitures, and our ability to maintain effective internal controls over financial reporting, including our ability to remediate our material weaknesses in our internal control over financial reporting. Any failure to achieve predicted results could negatively impact the Company's revenue, cash flow from operations, and other financial results. The Company's financial results will also depend on a number of other factors and risks detailed from time to time in reports filed with the SEC, including its quarterly reports on Form 10-Q and its annual report on Form 10-K. Undue reliance should not be placed on any forward-looking statement contained herein. These statements reflect the Company's position as of the date of this release. The Company expressly disclaims any undertaking to release publicly any updates or revisions to any statements to reflect any change in the Company's expectations or any change of events, conditions, or circumstances on which any such statement is based.
FTRMB



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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share data)
(Unaudited)
  Second Quarter of First Two Quarters of
2024202320242023
Revenue:
Product$320.4 $490.5 $687.5 $924.9 
Subscription and services550.4 503.1 1,136.6 984.1 
Total revenue870.8 993.6 1,824.1 1,909.0 
Cost of sales:
Product176.5 233.9 384.0 450.1 
Subscription and services120.4 125.0 244.8 240.4 
Amortization of purchased intangible assets28.0 30.2 55.8 53.2 
Total cost of sales324.9 389.1 684.6 743.7 
Gross margin545.9 604.5 1,139.5 1,165.3 
Gross margin (%)62.7 %60.8 %62.5 %61.0 %
Operating expense:
Research and development161.5 174.8 331.7 334.1 
Sales and marketing142.5 155.3 289.3 290.7 
General and administrative148.7 141.3 282.8 252.0 
Restructuring5.1 7.6 11.7 14.3 
Amortization of purchased intangible assets26.5 31.9 53.2 43.6 
Total operating expense484.3 510.9 968.7 934.7 
Operating income 61.6 93.6 170.8 230.6 
Non-operating income (expense), net:
Divestitures gain, net1,714.1 1.1 1,717.6 5.1 
Interest expense, net(18.1)(46.7)(63.3)(66.4)
Income from equity method investments, net4.3 8.0 9.9 19.4 
Other income, net0.1 1.5 — 29.4 
Total non-operating income (expense), net1,700.4 (36.1)1,664.2 (12.5)
Income before taxes1,762.0 57.5 1,835.0 218.1 
Income tax provision445.6 12.9 461.4 44.7 
Net income$1,316.4 $44.6 1,373.6 173.4 
Earnings per share:
Basic$5.37 $0.18 $5.60 $0.70 
Diluted$5.34 $0.18 $5.56 $0.70 
Shares used in calculating earnings per share:
Basic245.1 248.1 245.3 247.7 
Diluted246.4 249.0 246.9 248.9 


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CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)
As of
Second Quarter of Year End
20242023
Assets
Current assets:
Cash and cash equivalents$944.1 $229.8 
Accounts receivable, net577.0 706.6 
Inventories223.1 235.7 
Prepaid expenses94.8 89.8 
Other current assets126.1 147.8 
Assets held for sale— 421.2 
Total current assets1,965.1 1,830.9 
Property and equipment, net201.4 202.5 
Operating lease right-of-use assets113.7 124.0 
Goodwill5,198.3 5,350.6 
Other purchased intangible assets, net1,114.6 1,243.5 
Deferred income tax assets308.0 412.3 
Equity method investments400.4 105.8 
Other non-current assets296.3 269.7 
Total assets$9,597.8 $9,539.3 
Liabilities and Stockholders' Equity
Current liabilities:
Short-term debt$400.0 $530.4 
Accounts payable175.1 165.3 
Accrued compensation and benefits165.2 181.2 
Deferred revenue714.6 663.1 
Income taxes payable327.9 39.7 
Other current liabilities195.1 201.3 
Liabilities held for sale— 48.3 
Total current liabilities1,977.9 1,829.3 
Long-term debt1,389.7 2,536.2 
Deferred revenue, non-current99.0 98.3 
Deferred income tax liabilities226.9 287.8 
Operating lease liabilities111.7 121.9 
Other non-current liabilities159.2 165.7 
Total liabilities3,964.4 5,039.2 
Stockholders' equity:
Common stock0.2 0.2 
Additional paid-in-capital2,275.2 2,214.6 
Retained earnings3,628.4 2,437.4 
Accumulated other comprehensive loss(270.4)(152.1)
Total stockholders' equity5,633.4 4,500.1 
Total liabilities and stockholders' equity$9,597.8 $9,539.3 



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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
 First Two Quarters of
20242023
Cash flow from operating activities:
Net income$1,373.6 $173.4 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization125.8 116.7 
Deferred income taxes50.4 (61.8)
Stock-based compensation73.8 73.9 
Divestitures gain, net(1,717.6)(5.1)
Other, net8.7 (9.4)
(Increase) decrease in assets:
Accounts receivable, net114.8 20.2 
Inventories14.1 24.2 
Other current and non-current assets(5.9)(19.3)
Increase (decrease) in liabilities:
Accounts payable12.9 (1.7)
Accrued compensation and benefits(18.5)4.5 
Deferred revenue55.5 (13.3)
Income taxes payable265.7 10.3 
Other current and non-current liabilities(31.9)38.5 
Net cash provided by operating activities321.4 351.1 
Cash flow from investing activities:
Proceeds from divestitures1,927.0 9.2 
Acquisitions of businesses, net of cash acquired(21.8)(2,080.5)
Purchases of property and equipment(21.1)(19.0)
Other, net(13.0)40.1 
Net cash provided by (used in) investing activities1,871.1 (2,050.2)
Cash flow from financing activities:
Issuance of common stock, net of tax withholdings(22.2)(9.6)
Repurchases of common stock(175.0)— 
Proceeds from debt and revolving credit lines521.2 3,010.8 
Payments on debt and revolving credit lines(1,799.3)(1,332.7)
Other, net(4.6)(6.5)
Net cash (used in) provided by financing activities(1,479.9)1,662.0 
Effect of exchange rate changes on cash and cash equivalents(7.4)3.4 
Net increase (decrease) in cash and cash equivalents705.2 (33.7)
Cash and cash equivalents - beginning of period (1)
238.9 271.0 
Cash and cash equivalents - end of period
$944.1 $237.3 
Supplemental cash flow disclosure:
Cash tax paid, net, excluding tax for Trimble Ag divestiture$49.5 $43.8 
Cash tax paid for Trimble Ag divestiture$50.0 $— 
(1) Includes $9.1 million of cash and cash equivalents classified as held for sale as of December 29, 2023.


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REPORTING SEGMENTS
(In millions)
(Unaudited)
 Reporting Segments
 AECOField SystemsT&L
SECOND QUARTER OF 2024:
Segment revenue$299.7 $379.3 $191.8 
Segment operating income$79.1 $109.8 $35.9 
Segment operating income as a % of segment revenue26.4 %28.9 %18.7 %
SECOND QUARTER OF 2023:
Segment revenue$264.1 $540.6 $188.9 
Segment operating income$62.4 $175.9 $26.7 
Segment operating income as a % of segment revenue23.6 %32.5 %14.1 %


 Reporting Segments
 AECOField SystemsT&L
FIRST TWO QUARTERS OF 2024:
Segment revenue$638.8 $798.5 $386.8 
Segment operating income$205.8 $208.1 $72.2 
Segment operating income as a % of segment revenue32.2 %26.1 %18.7 %
FIRST TWO QUARTERS OF 2023:
Segment revenue$552.2 $1,020.5 $336.3 
Segment operating income$157.8 $313.3 $47.0 
Segment operating income as a % of segment revenue28.6 %30.7 %14.0 %



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GAAP TO NON-GAAP RECONCILIATION
(Dollars in millions, except per share data)
(Unaudited)
Second Quarter of First Two Quarters of
2024202320242023
Dollar Amount% of RevenueDollar Amount% of RevenueDollar Amount% of RevenueDollar Amount% of Revenue
REVENUE:
GAAP revenue:$870.8 $993.6 $1,824.1 $1,909.0 
GROSS MARGIN:
GAAP gross margin:$545.9 62.7 %$604.5 60.8 %$1,139.5 62.5 %$1,165.3 61.0 %
Amortization of purchased intangible assets(A)28.0 30.2 55.8 53.2 
Acquisition / divestiture items(B)— 0.2 — 0.4 
Stock-based compensation / deferred compensation(C)4.2 4.1 8.5 7.6 
Restructuring and other costs(D)0.6 (1.0)2.0 (0.7)
Non-GAAP gross margin:$578.7 66.5 %$638.0 64.2 %$1,205.8 66.1 %$1,225.8 64.2 %
OPERATING EXPENSES:
GAAP operating expenses:$484.3 55.6 %$510.9 51.4 %$968.7 53.1 %$934.7 49.0 %
Amortization of purchased intangible assets(A)(26.5)(31.9)(53.2)(43.6)
Acquisition / divestiture items(B)(33.9)(26.3)(57.8)(33.1)
Stock-based compensation / deferred compensation(C)(33.9)(38.0)(68.4)(69.9)
Restructuring and other costs(D)(5.7)(7.7)(12.3)(19.4)
Non-GAAP operating expenses:$384.3 44.1 %$407.0 41.0 %$777.0 42.6 %$768.7 40.3 %
OPERATING INCOME:
GAAP operating income:$61.6 7.1 %$93.6 9.4 %$170.8 9.4 %$230.6 12.1 %
Amortization of purchased intangible assets(A)54.5 62.1 109.0 96.8 
Acquisition / divestiture items(B)33.9 26.5 57.8 33.5 
Stock-based compensation / deferred compensation(C)38.1 42.1 76.9 77.5 
Restructuring and other costs(D)6.3 6.7 14.3 18.7 
Non-GAAP operating income:$194.4 22.3 %$231.0 23.2 %$428.8 23.5 %$457.1 23.9 %
NON-OPERATING INCOME (EXPENSE), NET:
GAAP non-operating income (expense), net:$1,700.4 $(36.1)$1,664.2 $(12.5)
Acquisition / divestiture items(B)(1,716.1)(0.9)(1,719.5)(32.5)
Deferred compensation(C)(0.7)(1.7)(3.1)(3.7)
Restructuring and other costs(D)5.4 — 5.4 1.3 
Non-GAAP non-operating expense, net:$(11.0)$(38.7)$(53.0)$(47.4)
GAAP and Non-GAAP Tax Rate %GAAP and Non-GAAP Tax Rate %GAAP and Non-GAAP Tax Rate %GAAP and Non-GAAP Tax Rate %
(G)(G)(G)(G)
INCOME TAX PROVISION:
GAAP income tax provision:$445.6 25.3 %$12.9 22.4 %$461.4 25.1 %$44.7 20.5 %
Non-GAAP items tax effected(E)(399.4)30.2 (373.6)41.4 
Difference in GAAP and Non-GAAP tax rate(F)(14.7)(9.8)(23.0)(13.3)
Non-GAAP income tax provision:$31.5 17.2 %$33.3 17.3 %$64.8 17.2 %$72.8 17.8 %


Second Quarter of First Two Quarters of
2024202320242023
Dollar Amount% of RevenueDollar Amount% of RevenueDollar Amount% of RevenueDollar Amount% of Revenue
NET INCOME:
GAAP net income:$1,316.4 $44.6 $1,373.6 $173.4 
Amortization of purchased intangible assets(A)54.5 62.1 109.0 96.8 
Acquisition / divestiture items(B)(1,682.2)25.6 (1,661.7)1.0 
Stock-based compensation / deferred compensation(C)37.4 40.4 73.8 73.8 
Restructuring and other costs(D)11.7 6.7 19.7 20.0 
Non-GAAP tax adjustments(E) - (F)414.1 (20.4)396.6 (28.1)
Non-GAAP net income:$151.9 $159.0 $311.0 $336.9 
DILUTED NET INCOME PER SHARE:
GAAP diluted net income per share:$5.34 $0.18 $5.56 $0.70 
Amortization of purchased intangible assets(A)0.22 0.25 0.45 0.39 
Acquisition / divestiture items(B)(6.82)0.10 (6.73)— 
Stock-based compensation / deferred compensation(C)0.15 0.16 0.30 0.29 
Restructuring and other costs(D)0.05 0.03 0.08 0.08 
Non-GAAP tax adjustments(E) - (F)1.68 (0.08)1.60 (0.11)
Non-GAAP diluted net income per share:$0.62 $0.64 $1.26 $1.35 
ADJUSTED EBITDA:
GAAP operating income:$61.6 7.1 %$93.6 9.4 %$170.8 9.4 %$230.6 12.1 %
Amortization of purchased intangible assets(A)54.5 62.1 109.0 96.8 
Acquisition / divestiture items
(B)33.9 26.5 57.8 33.5 
Stock-based compensation / deferred compensation(C)38.1 42.1 76.9 77.5 
Restructuring and other costs(D)6.3 6.7 14.3 18.7 
Non-GAAP operating income:194.4 22.3 %231.0 23.2 %428.8 23.5 %457.1 23.9 %
Depreciation expense and cloud computing amortization12.1 12.5 23.0 23.8 
Income from equity method investments, net
7.5 8.0 13.1 19.4 
Adjusted EBITDA:$214.0 24.6 %$251.5 25.3 %$464.9 25.5 %$500.3 26.2 %
Third Quarter of 2024Year 2024
Low EndHigh EndLow EndHigh End
FORECASTED DILUTED NET INCOME PER SHARE:
Forecasted GAAP diluted net income per share:$0.28 $0.34 $6.41 $6.54 
Amortization of purchased intangible assets(A)0.18 0.18 0.81 0.81 
Acquisition / divestiture items(B)0.02 0.02 (6.75)(6.75)
Stock-based compensation / deferred compensation(C)0.14 0.14 0.60 0.60 
Restructuring and other costs(D)0.02 0.02 0.12 0.12 
Non-GAAP tax adjustments(E) - (F)(0.06)(0.06)1.48 1.49 
Forecasted non-GAAP diluted net income per share:$0.58 $0.64 $2.67 $2.81 


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FOOTNOTES TO GAAP TO NON-GAAP RECONCILIATION

This press release includes GAAP financial measures as well as non-GAAP financial measures, which are not meant to be considered in isolation or as a substitute for comparable GAAP. We believe these non-GAAP financial measures provide useful information to investors and others in understanding our "core operating performance", which excludes (i) the effect of non-cash items and certain variable charges not expected to recur; and (ii) transactions that are not meaningful in comparison to our past operating performance or not reflective of ongoing financial results. Lastly, we believe that our core operating performance offers a supplemental measure for period-to-period comparisons and can be used to evaluate our historical and prospective financial performance, as well as our performance relative to competitors.
The non-GAAP definitions, and explanations to the adjustments to comparable GAAP measures are included below:
Non-GAAP Definitions
Non-GAAP gross margin
We define Non-GAAP gross margin as GAAP gross margin, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, deferred compensation, and restructuring and other costs. We believe our investors benefit by understanding our non-GAAP gross margin as a way of understanding how product mix, pricing decisions, and manufacturing costs influence our business.
Non-GAAP operating expenses
We define Non-GAAP operating expenses as GAAP operating expenses, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, deferred compensation, and restructuring and other costs. We believe this measure is important to investors evaluating our non-GAAP spending in relation to revenue.
Non-GAAP operating income
We define Non-GAAP operating income as GAAP operating income, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, deferred compensation, and restructuring and other costs. We believe our investors benefit by understanding our non-GAAP operating income trends, which are driven by revenue, gross margin, and spending.
Non-GAAP non-operating expense, net
We define Non-GAAP non-operating expense, net as GAAP non-operating income (expense), net, excluding acquisition/divestiture items, deferred compensation, and restructuring and other costs. We believe this measure helps investors evaluate our non-operating expense trends.
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. We believe this measure helps investors because it provides for consistent treatment of excluded items in our non-GAAP presentation and a difference in the GAAP and non-GAAP tax rates.
Non-GAAP net income
We define Non-GAAP net income as GAAP net income, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, restructuring and other costs, and non-GAAP tax adjustments. This measure provides a supplemental view of net income trends, which are driven by non-GAAP income before taxes and our non-GAAP tax rate.
Non-GAAP diluted net income per share
We define Non-GAAP diluted net income per share as GAAP diluted net income per share, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, restructuring and other costs, and non-GAAP tax adjustments. We believe our investors benefit by understanding our non-GAAP operating performance as reflected in a per share calculation as a way of measuring non-GAAP operating performance by ownership in the Company.


Adjusted EBITDA
We define Adjusted EBITDA as non-GAAP operating income plus depreciation expense, cloud computing amortization, and income from equity method investments, net, excluding our proportionate share of items such as amortization of purchased intangibles, stock-based compensation, and restructuring costs. Other companies may define Adjusted EBITDA differently. Adjusted EBITDA is a performance measure that we believe offers a useful view of the overall operations of our business because it facilitates operating performance comparisons by removing potential differences caused by variations unrelated to operating performance, such as capital structures (interest expense), income taxes, depreciation, and amortization of purchased intangibles and cloud computing costs.
Explanations of Non-GAAP adjustments
(A)Amortization of purchased intangible assets. Non-GAAP gross margin and operating expenses exclude the amortization of purchased intangible assets, which primarily represents technology and/or customer relationships already developed.
(B)Acquisition / divestiture items. Non-GAAP gross margin and operating expenses exclude costs consisting of external and incremental costs resulting directly from acquisitions, divestitures, and strategic investment activities such as legal, due diligence, integration, and other closing costs, including the acceleration of acquisition stock awards and adjustments to the fair value of earn-out liabilities. Non-GAAP non-operating expense, net, excludes 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. Non-GAAP gross margin and operating expenses exclude stock-based compensation and income or expense associated with movement in our non-qualified deferred compensation plan liabilities. Changes in non-qualified deferred compensation plan assets, included in non-operating expense, net, offset the income or expense in the plan liabilities.
(D)Restructuring and other costs. Non-GAAP gross margin and operating expenses exclude restructuring and other costs comprised of 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. Non-GAAP non-operating expense net, excludes our proportionate share of items recorded in income from equity method investment items, such as 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.
(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. 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, and (ii) significant one-time reserve releases upon statute of limitations expirations.
(G)GAAP and non-GAAP tax rate percentages. These percentages are defined as GAAP income tax provision as a percentage of GAAP income before taxes and non-GAAP income tax provision as a percentage of non-GAAP income before taxes.
OTHER KEY METRICS
Annualized Recurring Revenue
In addition to providing non-GAAP financial measures, Trimble provides an ARR performance measure in order to provide investors with a supplementary indicator of the value of the Company's current recurring revenue contracts. ARR represents the estimated annualized value of recurring revenue. 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. ARR should be viewed independently of revenue and deferred revenue as it is a performance measure and is not intended to be combined with or to replace either of those items.
Organic Annualized Recurring Revenue
Organic annualized recurring revenue 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.


Organic Revenue
Organic revenue refers to revenue excluding the impacts of (i) foreign currency translation, and (ii) acquisitions and divestitures that closed in the prior 12 months.

v3.24.2.u1
Cover Cover
Aug. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 06, 2024
Entity Registrant Name Trimble Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-14845
Entity Tax Identification Number 94-2802192
Entity Address, Address Line One 10368 Westmoor Dr
Entity Address, City or Town Westminster
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80021
City Area Code 720
Local Phone Number 887-6100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol TRMB
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000864749
Amendment Flag false
Trimble (NASDAQ:TRMB)
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