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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED July 3, 2020
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
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Delaware
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94-2802192
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Large Accelerated Filer
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ý
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Accelerated Filer
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¨
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Non-accelerated Filer
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¨
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Smaller Reporting Company
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☐
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Emerging Growth Company
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☐
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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TRMB
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NASDAQ Global Select Market
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PART I.
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Page
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ITEM 1.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II.
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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Second Quarter of
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Fiscal Year End
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As of
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2020
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2019
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(In millions, except par value)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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196.4
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$
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189.2
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Accounts receivable, net
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478.8
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608.2
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Inventories
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338.6
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312.1
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Other current assets
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106.2
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102.3
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Total current assets
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1,120.0
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1,211.8
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Property and equipment, net
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249.8
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241.4
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Operating lease right-of-use assets
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135.3
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140.3
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Goodwill
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3,807.5
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3,680.6
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Other purchased intangible assets, net
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645.3
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678.7
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Deferred income tax assets
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462.5
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475.5
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Other non-current assets
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224.6
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212.4
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Total assets
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$
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6,645.0
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$
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6,640.7
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities:
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Short-term debt
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$
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268.2
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$
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219.0
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Accounts payable
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128.9
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159.3
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Accrued compensation and benefits
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133.9
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123.5
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Deferred revenue
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481.9
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490.4
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Other current liabilities
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157.6
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198.1
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Total current liabilities
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1,170.5
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1,190.3
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Long-term debt
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1,564.5
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1,624.2
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Deferred revenue, non-current
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49.1
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|
51.5
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Deferred income tax liabilities
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317.9
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318.2
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Income taxes payable
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61.8
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69.1
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Operating lease liabilities
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112.1
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114.1
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Other non-current liabilities
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156.0
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152.9
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Total liabilities
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3,431.9
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3,520.3
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Commitments and contingencies (Note 14)
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Stockholders' equity:
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||||
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Preferred stock, $0.001 par value; 3.0 shares authorized; none issued and outstanding
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—
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—
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Common stock, $0.001 par value; 360.0 shares authorized; 250.2 and 249.9 shares issued and outstanding at the end of the second quarter of 2020 and fiscal year end 2019, respectively
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0.2
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0.2
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Additional paid-in-capital
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1,737.6
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1,692.8
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Retained earnings
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1,672.4
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1,602.8
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Accumulated other comprehensive loss
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(198.3
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)
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(176.8
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)
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Total Trimble Inc. stockholders' equity
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3,211.9
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3,119.0
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Noncontrolling interests
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1.2
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1.4
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Total stockholders' equity
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3,213.1
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3,120.4
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Total liabilities and stockholders' equity
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$
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6,645.0
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$
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6,640.7
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Second Quarter of
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First Two Quarters of
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(In millions, except per share amounts)
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2020
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2019
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2020
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2019
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Revenue:
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Product
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$
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412.4
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$
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521.1
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$
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876.2
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$
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1,009.5
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Service
|
156.6
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174.6
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319.0
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333.8
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Subscription
|
164.6
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159.1
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330.7
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313.1
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Total revenue
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733.6
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854.8
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1,525.9
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1,656.4
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Cost of sales:
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Product
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199.4
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257.0
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409.5
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487.7
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Service
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56.0
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69.3
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119.6
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133.3
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||||
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Subscription
|
49.3
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44.1
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103.4
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88.5
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Amortization of purchased intangible assets
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23.2
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23.8
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46.7
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48.0
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||||
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Total cost of sales
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327.9
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394.2
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679.2
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757.5
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Gross margin
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405.7
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460.6
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846.7
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898.9
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Operating expense:
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Research and development
|
114.0
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119.6
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232.2
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|
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237.8
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||||
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Sales and marketing
|
103.6
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|
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128.8
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235.3
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|
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256.2
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||||
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General and administrative
|
68.8
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|
|
79.9
|
|
|
141.8
|
|
|
162.7
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|
||||
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Restructuring charges
|
5.1
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|
|
2.9
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|
|
8.0
|
|
|
6.4
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|
||||
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Amortization of purchased intangible assets
|
16.6
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|
|
19.7
|
|
|
33.5
|
|
|
39.8
|
|
||||
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Total operating expense
|
308.1
|
|
|
350.9
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|
|
650.8
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|
|
702.9
|
|
||||
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Operating income
|
97.6
|
|
|
109.7
|
|
|
195.9
|
|
|
196.0
|
|
||||
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Non-operating income (expense), net:
|
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|
|
|
|
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|
||||||||
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Interest expense, net
|
(19.6
|
)
|
|
(20.6
|
)
|
|
(40.1
|
)
|
|
(42.5
|
)
|
||||
|
Income from equity method investments, net
|
9.7
|
|
|
12.9
|
|
|
19.1
|
|
|
21.7
|
|
||||
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Other income (expense), net
|
3.2
|
|
|
13.4
|
|
|
(4.6
|
)
|
|
15.4
|
|
||||
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Total non-operating income (expense), net
|
(6.7
|
)
|
|
5.7
|
|
|
(25.6
|
)
|
|
(5.4
|
)
|
||||
|
Income before taxes
|
90.9
|
|
|
115.4
|
|
|
170.3
|
|
|
190.6
|
|
||||
|
Income tax provision
|
27.7
|
|
|
20.8
|
|
|
45.2
|
|
|
33.6
|
|
||||
|
Net income
|
63.2
|
|
|
94.6
|
|
|
125.1
|
|
|
157.0
|
|
||||
|
Net income attributable to noncontrolling interests
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
0.1
|
|
||||
|
Net income attributable to Trimble Inc.
|
$
|
63.0
|
|
|
$
|
94.6
|
|
|
$
|
124.9
|
|
|
$
|
156.9
|
|
|
Basic earnings per share
|
$
|
0.25
|
|
|
$
|
0.38
|
|
|
$
|
0.50
|
|
|
$
|
0.62
|
|
|
Shares used in calculating basic earnings per share
|
250.0
|
|
|
251.7
|
|
|
250.0
|
|
|
251.6
|
|
||||
|
Diluted earnings per share
|
$
|
0.25
|
|
|
$
|
0.37
|
|
|
$
|
0.50
|
|
|
$
|
0.62
|
|
|
Shares used in calculating diluted earnings per share
|
251.2
|
|
|
254.0
|
|
|
251.5
|
|
|
254.0
|
|
||||
|
|
Second Quarter of
|
|
First Two Quarters of
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In millions)
|
|
|
|
|
|
|
|
||||||||
|
Net income
|
$
|
63.2
|
|
|
$
|
94.6
|
|
|
$
|
125.1
|
|
|
$
|
157.0
|
|
|
Foreign currency translation adjustments, net of tax
|
32.6
|
|
|
2.1
|
|
|
(21.7
|
)
|
|
5.6
|
|
||||
|
Net unrealized income, net of tax
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.1
|
|
||||
|
Comprehensive income
|
95.8
|
|
|
96.7
|
|
|
103.6
|
|
|
162.7
|
|
||||
|
Comprehensive income attributable to noncontrolling interests
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
0.1
|
|
||||
|
Comprehensive income attributable to Trimble Inc.
|
$
|
95.6
|
|
|
$
|
96.7
|
|
|
$
|
103.4
|
|
|
$
|
162.6
|
|
|
|
Common stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Stockholders’
Equity
|
|
Noncontrolling
Interest
|
|
Total
|
|||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Additional Paid-In Capital
|
|
||||||||||||||||||||||||
|
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Balance at the end of fiscal 2019
|
249.9
|
|
|
$
|
0.2
|
|
|
$
|
1,692.8
|
|
|
$
|
1,602.8
|
|
|
$
|
(176.8
|
)
|
|
$
|
3,119.0
|
|
|
$
|
1.4
|
|
|
$
|
3,120.4
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
61.9
|
|
|
—
|
|
|
61.9
|
|
|
—
|
|
|
61.9
|
|
|||||||
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54.1
|
)
|
|
(54.1
|
)
|
|
—
|
|
|
(54.1
|
)
|
|||||||
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
7.8
|
|
|
|
|
7.8
|
|
|||||||||||||
|
Issuance of common stock under employee plans, net of tax withholdings
|
1.0
|
|
|
—
|
|
|
20.4
|
|
|
(7.7
|
)
|
|
—
|
|
|
12.7
|
|
|
—
|
|
|
12.7
|
|
|||||||
|
Stock repurchases
|
(1.2
|
)
|
|
—
|
|
|
(8.4
|
)
|
|
(41.6
|
)
|
|
—
|
|
|
(50.0
|
)
|
|
—
|
|
|
(50.0
|
)
|
|||||||
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
11.8
|
|
|
—
|
|
|
—
|
|
|
11.8
|
|
|
—
|
|
|
11.8
|
|
|||||||
|
Noncontrolling interest investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|||||||
|
Balance at the end of the first quarter of fiscal 2020
|
249.7
|
|
|
$
|
0.2
|
|
|
$
|
1,716.6
|
|
|
$
|
1,615.4
|
|
|
$
|
(230.9
|
)
|
|
$
|
3,101.3
|
|
|
$
|
1.0
|
|
|
$
|
3,102.3
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
63.0
|
|
|
—
|
|
|
63.0
|
|
|
0.2
|
|
|
63.2
|
|
|||||||
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.6
|
|
|
32.6
|
|
|
—
|
|
|
32.6
|
|
|||||||
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
95.6
|
|
|
|
|
95.8
|
|
|||||||||||||
|
Issuance of common stock under employee plans, net of tax withholdings
|
0.5
|
|
|
—
|
|
|
1.9
|
|
|
(6.0
|
)
|
|
—
|
|
|
(4.1
|
)
|
|
—
|
|
|
(4.1
|
)
|
|||||||
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
19.1
|
|
|
—
|
|
|
—
|
|
|
19.1
|
|
|
—
|
|
|
19.1
|
|
|||||||
|
Balance at the end of the second quarter of fiscal 2020
|
250.2
|
|
|
0.2
|
|
|
1,737.6
|
|
|
1,672.4
|
|
|
(198.3
|
)
|
|
3,211.9
|
|
|
1.2
|
|
|
3,213.1
|
|
|||||||
|
|
Common stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Stockholders’
Equity
|
|
Noncontrolling
Interest
|
|
Total
|
|||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Additional Paid-In Capital
|
|
||||||||||||||||||||||||
|
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Balance at the end of fiscal 2018
|
250.9
|
|
|
$
|
0.3
|
|
|
$
|
1,591.9
|
|
|
$
|
1,268.3
|
|
|
$
|
(186.1
|
)
|
|
$
|
2,674.4
|
|
|
$
|
0.4
|
|
|
$
|
2,674.8
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
62.3
|
|
|
—
|
|
|
62.3
|
|
|
0.1
|
|
|
62.4
|
|
|||||||
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.6
|
|
|
3.6
|
|
|
—
|
|
|
3.6
|
|
|||||||
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
65.9
|
|
|
|
|
66.0
|
|
|||||||||||||
|
Issuance of common stock under employee plans, net of tax withholdings
|
1.6
|
|
|
—
|
|
|
33.3
|
|
|
(7.7
|
)
|
|
—
|
|
|
25.6
|
|
|
—
|
|
|
25.6
|
|
|||||||
|
Stock repurchases
|
(1.0
|
)
|
|
—
|
|
|
(6.5
|
)
|
|
(33.5
|
)
|
|
—
|
|
|
(40.0
|
)
|
|
—
|
|
|
(40.0
|
)
|
|||||||
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
16.6
|
|
|
—
|
|
|
—
|
|
|
16.6
|
|
|
—
|
|
|
16.6
|
|
|||||||
|
Non-controlling interest investment
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
0.8
|
|
|
—
|
|
|||||||
|
Balance at the end of the first quarter of fiscal 2019
|
251.5
|
|
|
$
|
0.3
|
|
|
$
|
1,634.5
|
|
|
$
|
1,289.4
|
|
|
$
|
(182.5
|
)
|
|
$
|
2,741.7
|
|
|
$
|
1.3
|
|
|
$
|
2,743.0
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
94.6
|
|
|
—
|
|
|
94.6
|
|
|
—
|
|
|
94.6
|
|
|||||||
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|||||||
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
96.7
|
|
|
|
|
96.7
|
|
|||||||||||||
|
Issuance of common stock under employee plans, net of tax withholdings
|
0.7
|
|
|
—
|
|
|
1.7
|
|
|
(13.5
|
)
|
|
—
|
|
|
(11.8
|
)
|
|
—
|
|
|
(11.8
|
)
|
|||||||
|
Stock repurchases
|
(0.4
|
)
|
|
—
|
|
|
(2.9
|
)
|
|
(16.1
|
)
|
|
—
|
|
|
(19.0
|
)
|
|
—
|
|
|
(19.0
|
)
|
|||||||
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
16.4
|
|
|
—
|
|
|
—
|
|
|
16.4
|
|
|
—
|
|
|
16.4
|
|
|||||||
|
Balance at the end of the second quarter of fiscal 2019
|
251.8
|
|
|
0.3
|
|
|
1,649.7
|
|
|
1,354.4
|
|
|
(180.4
|
)
|
|
2,824.0
|
|
|
1.3
|
|
|
2,825.3
|
|
|||||||
|
|
First Two Quarters of
|
||||||
|
(In millions)
|
2020
|
|
2019
|
||||
|
Cash flow from operating activities:
|
|
|
|
||||
|
Net income
|
$
|
125.1
|
|
|
$
|
157.0
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation expense
|
19.5
|
|
|
20.3
|
|
||
|
Amortization expense
|
80.2
|
|
|
87.8
|
|
||
|
Deferred income taxes
|
14.9
|
|
|
4.7
|
|
||
|
Stock-based compensation
|
29.3
|
|
|
33.5
|
|
||
|
Income from equity method investments, net of dividends
|
(15.3
|
)
|
|
(11.5
|
)
|
||
|
Other, net
|
29.0
|
|
|
(0.3
|
)
|
||
|
(Increase) decrease in assets:
|
|
|
|
||||
|
Accounts receivable, net
|
115.7
|
|
|
(7.7
|
)
|
||
|
Inventories
|
(33.2
|
)
|
|
7.4
|
|
||
|
Other current and non-current assets
|
9.7
|
|
|
1.5
|
|
||
|
Increase (decrease) in liabilities:
|
|
|
|
||||
|
Accounts payable
|
(31.1
|
)
|
|
3.8
|
|
||
|
Accrued compensation and benefits
|
9.1
|
|
|
(28.5
|
)
|
||
|
Deferred revenue
|
(8.4
|
)
|
|
64.9
|
|
||
|
Other current and non-current liabilities
|
(41.3
|
)
|
|
(7.4
|
)
|
||
|
Net cash provided by operating activities
|
303.2
|
|
|
325.5
|
|
||
|
Cash flow from investing activities:
|
|
|
|
||||
|
Acquisitions of businesses, net of cash acquired
|
(198.0
|
)
|
|
4.6
|
|
||
|
Acquisitions of property and equipment
|
(29.6
|
)
|
|
(38.5
|
)
|
||
|
Other, net
|
0.2
|
|
|
14.1
|
|
||
|
Net cash used in investing activities
|
(227.4
|
)
|
|
(19.8
|
)
|
||
|
Cash flow from financing activities:
|
|
|
|
||||
|
Issuance of common stock, net of tax withholdings
|
8.7
|
|
|
13.4
|
|
||
|
Repurchases of common stock
|
(50.0
|
)
|
|
(59.0
|
)
|
||
|
Proceeds from debt and revolving credit lines
|
857.5
|
|
|
530.2
|
|
||
|
Payments on debt and revolving credit lines
|
(866.3
|
)
|
|
(756.6
|
)
|
||
|
Other, net
|
(10.8
|
)
|
|
(7.3
|
)
|
||
|
Net cash used in financing activities
|
(60.9
|
)
|
|
(279.3
|
)
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
(7.7
|
)
|
|
0.7
|
|
||
|
Net increase in cash and cash equivalents
|
7.2
|
|
|
27.1
|
|
||
|
Cash and cash equivalents - beginning of period
|
189.2
|
|
|
172.5
|
|
||
|
Cash and cash equivalents - end of period
|
$
|
196.4
|
|
|
$
|
199.6
|
|
|
As of
|
Second Quarter of Fiscal 2020
|
|
Fiscal Year End 2019
|
||||||||||||||||||||
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
||||||||||||
|
|
Carrying
|
|
Accumulated
|
|
Net Carrying
|
|
Carrying
|
|
Accumulated
|
|
Net Carrying
|
||||||||||||
|
(In millions)
|
Amount
|
|
Amortization
|
|
Amount
|
|
Amount
|
|
Amortization
|
|
Amount
|
||||||||||||
|
Developed product technology
|
$
|
1,302.5
|
|
|
$
|
(958.1
|
)
|
|
$
|
344.4
|
|
|
$
|
1,266.7
|
|
|
$
|
(923.4
|
)
|
|
$
|
343.3
|
|
|
Trade names and trademarks
|
74.3
|
|
|
(65.1
|
)
|
|
9.2
|
|
|
74.8
|
|
|
(59.8
|
)
|
|
15.0
|
|
||||||
|
Customer relationships
|
773.2
|
|
|
(489.2
|
)
|
|
284.0
|
|
|
769.8
|
|
|
(465.6
|
)
|
|
304.2
|
|
||||||
|
Distribution rights and other intellectual property
|
71.4
|
|
|
(63.7
|
)
|
|
7.7
|
|
|
79.7
|
|
|
(63.5
|
)
|
|
16.2
|
|
||||||
|
|
$
|
2,221.4
|
|
|
$
|
(1,576.1
|
)
|
|
$
|
645.3
|
|
|
$
|
2,191.0
|
|
|
$
|
(1,512.3
|
)
|
|
$
|
678.7
|
|
|
(In millions)
|
|
||
|
2020 (Remaining)
|
$
|
77.3
|
|
|
2021
|
137.2
|
|
|
|
2022
|
118.3
|
|
|
|
2023
|
105.2
|
|
|
|
2024
|
79.8
|
|
|
|
Thereafter
|
127.5
|
|
|
|
Total
|
$
|
645.3
|
|
|
|
Buildings and Infrastructure
|
|
Geospatial
|
|
Resources and Utilities
|
|
Transportation
|
|
Total
|
||||||||||
|
(In millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Balance as of fiscal year end 2019
|
$
|
1,973.0
|
|
|
$
|
401.5
|
|
|
$
|
445.4
|
|
|
$
|
860.7
|
|
|
$
|
3,680.6
|
|
|
Additions due to acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
147.6
|
|
|
147.6
|
|
|||||
|
Purchase price and foreign currency translation adjustments
|
(8.2
|
)
|
|
(1.4
|
)
|
|
(5.2
|
)
|
|
(5.9
|
)
|
|
(20.7
|
)
|
|||||
|
Balance as of the end of the second quarter of fiscal 2020
|
$
|
1,964.8
|
|
|
$
|
400.1
|
|
|
$
|
440.2
|
|
|
$
|
1,002.4
|
|
|
$
|
3,807.5
|
|
|
|
Second Quarter of
|
|
Fiscal Year End
|
||||
|
As of
|
2020
|
|
2019
|
||||
|
(In millions)
|
|
|
|
||||
|
Raw materials
|
$
|
95.7
|
|
|
$
|
95.8
|
|
|
Work-in-process
|
13.3
|
|
|
13.2
|
|
||
|
Finished goods
|
229.6
|
|
|
203.1
|
|
||
|
Total inventories
|
$
|
338.6
|
|
|
$
|
312.1
|
|
|
•
|
Buildings and Infrastructure: This segment primarily serves customers working in architecture, engineering, construction, and operations and maintenance.
|
|
•
|
Geospatial: This segment primarily serves customers working in surveying, engineering, government, and land management.
|
|
•
|
Resources and Utilities: This segment primarily serves customers working in agriculture, forestry, and utilities.
|
|
•
|
Transportation: This segment primarily serves customers working in long haul trucking, field service management, rail, and military aviation.
|
|
|
Reporting Segments
|
||||||||||||||||||
|
|
Buildings and Infrastructure
|
|
Geospatial
|
|
Resources and Utilities
|
|
Transportation
|
|
Total
|
||||||||||
|
(In millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Second Quarter of Fiscal 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Revenue
|
$
|
295.2
|
|
|
$
|
145.2
|
|
|
$
|
142.9
|
|
|
$
|
150.3
|
|
|
$
|
733.6
|
|
|
Acquired deferred revenue adjustment
|
0.1
|
|
|
—
|
|
|
0.9
|
|
|
0.6
|
|
|
1.6
|
|
|||||
|
Segment revenue
|
$
|
295.3
|
|
|
$
|
145.2
|
|
|
$
|
143.8
|
|
|
$
|
150.9
|
|
|
$
|
735.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Operating income
|
$
|
86.6
|
|
|
$
|
37.4
|
|
|
$
|
48.3
|
|
|
$
|
13.8
|
|
|
$
|
186.1
|
|
|
Acquired deferred revenue adjustment
|
0.1
|
|
|
—
|
|
|
0.9
|
|
|
0.6
|
|
|
1.6
|
|
|||||
|
Amortization of acquired capitalized commissions
|
(1.3
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(1.4
|
)
|
|||||
|
Segment operating income
|
$
|
85.4
|
|
|
$
|
37.4
|
|
|
$
|
49.1
|
|
|
$
|
14.4
|
|
|
$
|
186.3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Depreciation expense
|
$
|
2.0
|
|
|
$
|
1.5
|
|
|
$
|
1.3
|
|
|
$
|
1.1
|
|
|
$
|
5.9
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Second Quarter of Fiscal 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Revenue
|
$
|
339.0
|
|
|
$
|
164.4
|
|
|
$
|
152.6
|
|
|
$
|
198.8
|
|
|
$
|
854.8
|
|
|
Acquired deferred revenue adjustment
|
0.9
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
1.0
|
|
|||||
|
Segment revenue
|
$
|
339.9
|
|
|
$
|
164.4
|
|
|
$
|
152.7
|
|
|
$
|
198.8
|
|
|
$
|
855.8
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Operating income
|
$
|
85.3
|
|
|
$
|
31.1
|
|
|
$
|
45.4
|
|
|
$
|
32.9
|
|
|
$
|
194.7
|
|
|
Acquired deferred revenue adjustment
|
0.9
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
1.0
|
|
|||||
|
Amortization of acquired capitalized commissions
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|||||
|
Segment operating income
|
$
|
84.6
|
|
|
$
|
31.1
|
|
|
$
|
45.5
|
|
|
$
|
32.9
|
|
|
$
|
194.1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Depreciation expense
|
$
|
2.1
|
|
|
$
|
1.6
|
|
|
$
|
1.1
|
|
|
$
|
1.2
|
|
|
$
|
6.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
First Two Quarters of Fiscal 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Revenue
|
592.0
|
|
|
$
|
291.4
|
|
|
$
|
321.9
|
|
|
$
|
320.6
|
|
|
$
|
1,525.9
|
|
|
|
Acquired deferred revenue adjustment
|
0.2
|
|
|
—
|
|
|
2.2
|
|
|
0.9
|
|
|
3.3
|
|
|||||
|
Segment revenue
|
$
|
592.2
|
|
|
$
|
291.4
|
|
|
$
|
324.1
|
|
|
$
|
321.5
|
|
|
$
|
1,529.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Operating income
|
$
|
148.7
|
|
|
$
|
67.9
|
|
|
$
|
113.9
|
|
|
$
|
30.5
|
|
|
$
|
361.0
|
|
|
Acquired deferred revenue adjustment
|
0.2
|
|
|
—
|
|
|
2.2
|
|
|
0.9
|
|
|
3.3
|
|
|||||
|
Amortization of acquired capitalized commissions
|
(2.7
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(2.9
|
)
|
|||||
|
Segment operating income
|
$
|
146.2
|
|
|
$
|
67.9
|
|
|
$
|
116.0
|
|
|
$
|
31.3
|
|
|
$
|
361.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Depreciation expense
|
$
|
4.1
|
|
|
$
|
2.9
|
|
|
$
|
2.6
|
|
|
$
|
2.2
|
|
|
$
|
11.8
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
First Two Quarters of Fiscal 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Revenue
|
$
|
631.0
|
|
|
$
|
325.6
|
|
|
$
|
311.9
|
|
|
$
|
387.9
|
|
|
$
|
1,656.4
|
|
|
Acquired deferred revenue adjustment
|
3.6
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
$
|
3.9
|
|
||||
|
Segment revenue
|
$
|
634.6
|
|
|
$
|
325.6
|
|
|
$
|
312.2
|
|
|
$
|
387.9
|
|
|
$
|
1,660.3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Operating income
|
$
|
146.7
|
|
|
$
|
60.5
|
|
|
$
|
96.4
|
|
|
$
|
64.1
|
|
|
367.7
|
|
|
|
Acquired deferred revenue adjustment
|
3.6
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
3.9
|
|
|||||
|
Amortization of acquired capitalized commissions
|
(3.2
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(3.3
|
)
|
|||||
|
Segment operating income
|
$
|
147.1
|
|
|
$
|
60.5
|
|
|
$
|
96.6
|
|
|
$
|
64.1
|
|
|
$
|
368.3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Depreciation expense
|
$
|
4.2
|
|
|
$
|
3.2
|
|
|
$
|
2.2
|
|
|
$
|
2.3
|
|
|
$
|
11.9
|
|
|
|
Reporting Segments
|
||||||||||||||||||
|
|
Buildings and Infrastructure
|
|
Geospatial
|
|
Resources and Utilities
|
|
Transportation
|
|
Total
|
||||||||||
|
(In millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As of the end of the Second Quarter of Fiscal 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Accounts receivable, net
|
$
|
166.6
|
|
|
$
|
90.3
|
|
|
$
|
81.1
|
|
|
$
|
140.8
|
|
|
$
|
478.8
|
|
|
Inventories
|
63.5
|
|
|
129.4
|
|
|
44.7
|
|
|
101.0
|
|
|
338.6
|
|
|||||
|
Goodwill
|
1,964.8
|
|
|
400.1
|
|
|
440.2
|
|
|
1,002.4
|
|
|
3,807.5
|
|
|||||
|
As of Fiscal Year End 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Accounts receivable, net
|
232.0
|
|
|
115.5
|
|
|
93.3
|
|
|
167.4
|
|
|
608.2
|
|
|||||
|
Inventories
|
67.1
|
|
|
125.0
|
|
|
45.5
|
|
|
74.5
|
|
|
312.1
|
|
|||||
|
Goodwill
|
$
|
1,973.0
|
|
|
$
|
401.5
|
|
|
$
|
445.4
|
|
|
$
|
860.7
|
|
|
$
|
3,680.6
|
|
|
|
Second Quarter of
|
|
First Two Quarters of
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In millions)
|
|
|
|
|
|
|
|
||||||||
|
Consolidated segment operating income
|
$
|
186.3
|
|
|
$
|
194.1
|
|
|
$
|
361.4
|
|
|
$
|
368.3
|
|
|
Unallocated corporate expense
|
(16.4
|
)
|
|
(18.3
|
)
|
|
(30.3
|
)
|
|
(36.8
|
)
|
||||
|
Restructuring charges
|
(5.2
|
)
|
|
(2.9
|
)
|
|
(8.4
|
)
|
|
(6.6
|
)
|
||||
|
COVID-19 expenses
|
0.2
|
|
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
||||
|
Acquired deferred revenue adjustment
|
(1.6
|
)
|
|
(1.0
|
)
|
|
(3.3
|
)
|
|
(3.9
|
)
|
||||
|
Amortization of purchased intangible assets
|
(39.8
|
)
|
|
(43.5
|
)
|
|
(80.2
|
)
|
|
(87.8
|
)
|
||||
|
Stock-based compensation and deferred compensation
|
(25.4
|
)
|
|
(18.3
|
)
|
|
(29.9
|
)
|
|
(37.4
|
)
|
||||
|
Amortization of acquired capitalized commissions
|
1.4
|
|
|
1.6
|
|
|
2.9
|
|
|
3.3
|
|
||||
|
Acquisition / divestiture items
|
(1.9
|
)
|
|
(2.0
|
)
|
|
(12.7
|
)
|
|
(3.1
|
)
|
||||
|
Consolidated operating income
|
97.6
|
|
|
109.7
|
|
|
195.9
|
|
|
196.0
|
|
||||
|
Non-operating income (expense), net
|
(6.7
|
)
|
|
5.7
|
|
|
(25.6
|
)
|
|
(5.4
|
)
|
||||
|
Consolidated income before taxes
|
$
|
90.9
|
|
|
$
|
115.4
|
|
|
$
|
170.3
|
|
|
$
|
190.6
|
|
|
|
Reporting Segments
|
||||||||||||||||||
|
|
Buildings and Infrastructure
|
|
Geospatial
|
|
Resources and Utilities
|
|
Transportation
|
|
Total
|
||||||||||
|
(In millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Second Quarter of Fiscal 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
|
North America
|
$
|
175.6
|
|
|
$
|
57.7
|
|
|
$
|
51.8
|
|
|
$
|
117.0
|
|
|
$
|
402.1
|
|
|
Europe
|
78.0
|
|
|
45.1
|
|
|
63.3
|
|
|
20.7
|
|
|
207.1
|
|
|||||
|
Asia Pacific
|
36.4
|
|
|
33.4
|
|
|
14.0
|
|
|
7.0
|
|
|
90.8
|
|
|||||
|
Rest of World
|
5.3
|
|
|
9.0
|
|
|
14.7
|
|
|
6.2
|
|
|
35.2
|
|
|||||
|
Total consolidated revenue
|
$
|
295.3
|
|
|
$
|
145.2
|
|
|
$
|
143.8
|
|
|
$
|
150.9
|
|
|
$
|
735.2
|
|
|
Second Quarter of Fiscal 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
|
North America
|
$
|
199.2
|
|
|
$
|
71.3
|
|
|
$
|
52.9
|
|
|
$
|
161.9
|
|
|
$
|
485.3
|
|
|
Europe
|
90.0
|
|
|
56.0
|
|
|
68.0
|
|
|
22.9
|
|
|
236.9
|
|
|||||
|
Asia Pacific
|
42.1
|
|
|
26.2
|
|
|
11.9
|
|
|
9.8
|
|
|
90.0
|
|
|||||
|
Rest of World
|
8.6
|
|
|
10.9
|
|
|
19.9
|
|
|
4.2
|
|
|
43.6
|
|
|||||
|
Total consolidated revenue
|
$
|
339.9
|
|
|
$
|
164.4
|
|
|
$
|
152.7
|
|
|
$
|
198.8
|
|
|
$
|
855.8
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
First Two Quarters of Fiscal 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
|
North America
|
$
|
347.7
|
|
|
$
|
114.5
|
|
|
$
|
105.5
|
|
|
$
|
248.8
|
|
|
$
|
816.5
|
|
|
Europe
|
159.6
|
|
|
95.8
|
|
|
153.7
|
|
|
39.8
|
|
|
448.9
|
|
|||||
|
Asia Pacific
|
73.5
|
|
|
62.1
|
|
|
31.5
|
|
|
17.5
|
|
|
184.6
|
|
|||||
|
Rest of World
|
11.4
|
|
|
19.0
|
|
|
33.4
|
|
|
15.4
|
|
|
79.2
|
|
|||||
|
Total consolidated revenue
|
$
|
592.2
|
|
|
$
|
291.4
|
|
|
$
|
324.1
|
|
|
$
|
321.5
|
|
|
$
|
1,529.2
|
|
|
First Two Quarters of Fiscal 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
|
North America
|
$
|
364.8
|
|
|
$
|
134.2
|
|
|
$
|
94.8
|
|
|
$
|
313.9
|
|
|
$
|
907.7
|
|
|
Europe
|
173.9
|
|
|
110.7
|
|
|
156.9
|
|
|
44.0
|
|
|
485.5
|
|
|||||
|
Asia Pacific
|
80.6
|
|
|
57.9
|
|
|
24.6
|
|
|
20.3
|
|
|
183.4
|
|
|||||
|
Rest of World
|
15.3
|
|
|
22.8
|
|
|
35.9
|
|
|
9.7
|
|
|
83.7
|
|
|||||
|
Total consolidated revenue
|
$
|
634.6
|
|
|
$
|
325.6
|
|
|
$
|
312.2
|
|
|
$
|
387.9
|
|
|
$
|
1,660.3
|
|
|
As of
|
|
|
|
Second Quarter of
|
|
Fiscal Year End
|
|||||
|
Instrument
|
|
Date of Issuance
|
|
2020
|
|
2019
|
|||||
|
(In millions)
|
|
|
|
Effective interest rate
|
|
|
|
||||
|
Senior Notes:
|
|
|
|
|
|
|
|
||||
|
2023 Senior Notes, 4.15%, due June 2023
|
|
June 2018
|
|
4.36%
|
$
|
300.0
|
|
|
$
|
300.0
|
|
|
2028 Senior Notes, 4.90%, due June 2028
|
|
June 2018
|
|
5.04%
|
600.0
|
|
|
600.0
|
|
||
|
2024 Senior Notes, 4.75%, due December 2024
|
|
November 2014
|
|
4.95%
|
400.0
|
|
|
400.0
|
|
||
|
Credit Facilities:
|
|
|
|
|
|
|
|
||||
|
2018 Credit Facility, floating rate:
|
|
|
|
|
|
|
|
||||
|
Term Loan, due July 2022
|
|
May 2018
|
|
3.34%
|
225.0
|
|
|
225.0
|
|
||
|
Revolving Credit Facility, due May 2023
|
|
May 2018
|
|
1.99%
|
50.0
|
|
|
110.0
|
|
||
|
Uncommitted facilities, floating rate
|
|
|
|
1.26%
|
268.0
|
|
|
218.7
|
|
||
|
Promissory notes and other debt
|
|
|
|
|
0.2
|
|
|
0.3
|
|
||
|
Unamortized discount and issuance costs
|
|
|
|
|
(10.5
|
)
|
|
(10.8
|
)
|
||
|
Total debt
|
|
|
|
|
1,832.7
|
|
|
1,843.2
|
|
||
|
Less: Short-term debt
|
|
|
|
|
268.2
|
|
|
219.0
|
|
||
|
Long-term debt
|
|
|
|
|
$
|
1,564.5
|
|
|
$
|
1,624.2
|
|
|
Year Payable
|
|
||
|
2020 (Remaining)
|
$
|
268.2
|
|
|
2021
|
—
|
|
|
|
2022
|
225.0
|
|
|
|
2023
|
350.0
|
|
|
|
2024
|
400.0
|
|
|
|
Thereafter
|
600.0
|
|
|
|
Total
|
$
|
1,843.2
|
|
|
|
Fair Values as of the end of the Second Quarter of Fiscal 2020
|
|
Fair Values as of Fiscal Year End 2019
|
||||||||||||||||||||||||||||
|
(In millions)
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Deferred compensation plan assets (1)
|
$
|
36.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36.1
|
|
|
$
|
36.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36.2
|
|
|
Derivatives assets (2)
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||||||
|
Total assets measured at fair value
|
$
|
36.1
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
36.2
|
|
|
$
|
36.2
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
36.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Deferred compensation plan liabilities (1)
|
$
|
36.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36.1
|
|
|
$
|
36.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36.2
|
|
|
Derivatives liabilities (2)
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
||||||||
|
Contingent consideration liabilities (3)
|
—
|
|
|
—
|
|
|
6.5
|
|
|
6.5
|
|
|
—
|
|
|
—
|
|
|
19.9
|
|
|
19.9
|
|
||||||||
|
Total liabilities measured at fair value
|
$
|
36.1
|
|
|
$
|
0.3
|
|
|
$
|
6.5
|
|
|
$
|
42.9
|
|
|
$
|
36.2
|
|
|
$
|
1.0
|
|
|
$
|
19.9
|
|
|
$
|
57.1
|
|
|
(1)
|
We maintain a self-directed, non-qualified deferred compensation plan for certain executives and other highly compensated employees. The plan assets and liabilities are invested in actively traded mutual funds and individual stocks valued using observable quoted prices in active markets. Deferred compensation plan assets and liabilities are included in Other non-current assets and Other non-current liabilities, respectively, on the Company's Condensed Consolidated Balance Sheets.
|
|
(2)
|
Derivative assets and liabilities primarily represent forward currency exchange contracts to minimize the short-term impact of foreign currency exchange rates on certain trade and inter-company receivables and payables. Derivative assets and liabilities are included in Other current assets and Other current liabilities on the Company's Condensed Consolidated Balance Sheets.
|
|
(3)
|
Contingent consideration liabilities represent arrangements to pay the former owners of certain companies that we acquired. The fair values are estimated using scenario-based methods or option pricing methods based upon estimated future revenues, gross margins, or other milestones. Contingent consideration liabilities are included in Other current and Other non-current liabilities on the Company's Condensed Consolidated Balance Sheets.
|
|
|
Second Quarter of
|
|
First Two Quarters of
|
||||||||||||
|
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Beginning balance of the period
|
$
|
551.5
|
|
|
$
|
464.4
|
|
|
$
|
541.9
|
|
|
$
|
387.3
|
|
|
Revenue recognized
|
(130.1
|
)
|
|
(85.4
|
)
|
|
(331.9
|
)
|
|
(223.8
|
)
|
||||
|
Net deferred revenue activity
|
109.6
|
|
|
73.4
|
|
|
321.0
|
|
|
288.9
|
|
||||
|
Ending balance of the period
|
$
|
531.0
|
|
|
$
|
452.4
|
|
|
$
|
531.0
|
|
|
$
|
452.4
|
|
|
|
Second Quarter of
|
|
First Two Quarters of
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In millions, except per share amounts)
|
|
|
|
|
|
|
|
||||||||
|
Numerator:
|
|
|
|
|
|
|
|
||||||||
|
Net income attributable to Trimble Inc.
|
$
|
63.0
|
|
|
$
|
94.6
|
|
|
$
|
124.9
|
|
|
$
|
156.9
|
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
|
Weighted average number of common shares used in basic earnings per share
|
250.0
|
|
|
251.7
|
|
|
250.0
|
|
|
251.6
|
|
||||
|
Effect of dilutive securities
|
1.2
|
|
|
2.3
|
|
|
1.5
|
|
|
2.4
|
|
||||
|
Weighted average number of common shares and dilutive potential common shares used in diluted earnings per share
|
251.2
|
|
|
254.0
|
|
|
251.5
|
|
|
254.0
|
|
||||
|
Basic earnings per share
|
$
|
0.25
|
|
|
$
|
0.38
|
|
|
$
|
0.50
|
|
|
$
|
0.62
|
|
|
Diluted earnings per share
|
$
|
0.25
|
|
|
$
|
0.37
|
|
|
$
|
0.50
|
|
|
$
|
0.62
|
|
|
•
|
impact of the COVID-19 pandemic, including upon global or local macroeconomic conditions, our results of operations, and estimates or judgments;
|
|
•
|
seasonal fluctuations in our construction equipment revenues, sales to U.S. governmental agencies, agricultural equipment business revenues, and expectations that we may experience less seasonality in the future or further softening in the oil & gas sector;
|
|
•
|
the portion of our revenue expected to come from sales to customer located in countries outside of the U.S.;
|
|
•
|
our plans to continue to invest in research and development to actively develop and introduce new products and to deliver targeted solutions to the markets we serve;
|
|
•
|
a continued shift in revenue towards a more significant mix of software, recurring revenue, and services;
|
|
•
|
our belief that increases in recurring revenue from our software and subscription solutions will provide us with enhanced business visibility over time;
|
|
•
|
our belief that our cash and cash equivalents, together with borrowings under the commitments for our credit facilities and senior notes, will be sufficient to meet our anticipated operating cash needs, debt service, and planned capital expenditures for at least the next twelve months;
|
|
•
|
any anticipated benefits to us from our acquisitions and our ability to successfully integrate the acquired businesses;
|
|
•
|
fluctuations in interest rates and foreign currency exchange rates;
|
|
•
|
our belief that our gross unrecognized tax benefits will not materially change in the next twelve months; and
|
|
•
|
our growth strategy, including our focus on historically underserved large markets, the relative importance of organic growth versus strategic acquisitions, and the reasons that we acquire businesses.
|
|
•
|
Focus on attractive markets with significant growth and profitability potential - We focus on large markets historically underserved by technology that offer significant potential for long-term revenue growth, profitability, and market leadership. Our core industries such as construction, agriculture, and transportation markets are each multi-trillion dollar global industries that operate in increasingly demanding environments with technology adoption in the early phases relative to other industries. With the emergence of mobile computing capabilities, the increasing technological know-how of end users and the compelling return on investment to our customers, we believe many of our markets are attractive for substituting Trimble’s technology and solutions in place of traditional operating methods.
|
|
•
|
Domain knowledge and technological innovation that benefit a diverse customer base - We have redefined our technological focus from hardware-driven point solutions to integrated work process solutions by developing domain expertise and heavily reinvesting in R&D and acquisitions. We have been spending approximately 15% of revenue over the past two years on R&D and currently have over 1,200 unique patents. We intend to continue to take advantage of our technology portfolio and deep domain knowledge to quickly and cost-effectively deliver specific, targeted solutions to each of the vertical markets we serve. We look for opportunities where the potential for technological change is high and that have a requirement for the integration of multiple technologies into complete vertical solutions.
|
|
•
|
Increasing focus on software and subscription offerings - Software and subscription services are increasingly important elements of our solutions and are core to our growth strategy. Trimble has an open application programming interface philosophy and open vendor environment, which leads to increased adoption of our software and subscription offerings. We believe that increased recurring revenue from these solutions will provide us with enhanced business visibility over time. Professional services constitute an additional growth channel that helps our customers integrate and optimize the use of our offerings in their environment.
|
|
•
|
Geographic expansion with localization strategy - We view international expansion as an important element of our strategy, and we continue to position ourselves in geographic markets that will serve as important sources of future growth. We currently have a physical presence in over 40 countries and distribution channels over 85 countries.
|
|
•
|
Optimized go to market strategies to best access our markets - We utilize vertically focused distribution channels that leverage domain expertise to best serve the needs of individual markets both domestically and abroad. These channel capabilities include independent dealers, joint ventures, original equipment manufacturers ("OEM"), and sales and distribution alliances with key partners, such as CNH Global, Caterpillar, and Nikon, as well as direct sales to end-users. This provides us with broad market reach and localization capabilities to effectively serve our markets.
|
|
•
|
Strategic acquisitions - Organic growth continues to be our primary focus, while acquisitions serve to enhance our market position. We acquire businesses that bring domain expertise, technology, products, or distribution capabilities that augment
|
|
|
Second Quarter of
|
|
First Two Quarters of
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In millions)
|
|
|
|
|
|
|
|
||||||||
|
Revenue:
|
|
|
|
|
|
|
|
||||||||
|
Product
|
$
|
412.4
|
|
|
$
|
521.1
|
|
|
$
|
876.2
|
|
|
$
|
1,009.5
|
|
|
Service
|
156.6
|
|
|
174.6
|
|
|
319.0
|
|
|
333.8
|
|
||||
|
Subscription
|
164.6
|
|
|
159.1
|
|
|
330.7
|
|
|
313.1
|
|
||||
|
Total revenue
|
$
|
733.6
|
|
|
$
|
854.8
|
|
|
1,525.9
|
|
|
1,656.4
|
|
||
|
Gross margin
|
$
|
405.7
|
|
|
$
|
460.6
|
|
|
$
|
846.7
|
|
|
$
|
898.9
|
|
|
Gross margin as a % of revenue
|
55.3
|
%
|
|
53.9
|
%
|
|
55.5
|
%
|
|
54.3
|
%
|
||||
|
Operating income
|
$
|
97.6
|
|
|
$
|
109.7
|
|
|
$
|
195.9
|
|
|
$
|
196.0
|
|
|
Operating income as a % of revenue
|
13.3
|
%
|
|
12.8
|
%
|
|
12.8
|
%
|
|
11.8
|
%
|
||||
|
Diluted earnings per share
|
$
|
0.25
|
|
|
$
|
0.37
|
|
|
$
|
0.50
|
|
|
$
|
0.62
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total non-GAAP revenue *
|
$
|
735.2
|
|
|
$
|
855.8
|
|
|
$
|
1,529.2
|
|
|
$
|
1,660.3
|
|
|
Non-GAAP operating income *
|
$
|
169.9
|
|
|
$
|
175.8
|
|
|
$
|
331.1
|
|
|
$
|
331.5
|
|
|
Non-GAAP operating income as a % of Non-GAAP Revenue*
|
23.1
|
%
|
|
20.5
|
%
|
|
21.7
|
%
|
|
20.0
|
%
|
||||
|
Non-GAAP diluted earnings per share *
|
$
|
0.52
|
|
|
$
|
0.53
|
|
|
$
|
1.01
|
|
|
$
|
0.97
|
|
|
|
Second Quarter of
|
|
First Two Quarters of
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In millions)
|
|
|
|
|
|
|
|
||||||||
|
Research and development
|
$
|
114.0
|
|
|
$
|
119.6
|
|
|
$
|
232.2
|
|
|
$
|
237.8
|
|
|
Percentage of revenue
|
15.5
|
%
|
|
14.0
|
%
|
|
15.2
|
%
|
|
14.4
|
%
|
||||
|
Sales and marketing
|
$
|
103.6
|
|
|
$
|
128.8
|
|
|
$
|
235.3
|
|
|
$
|
256.2
|
|
|
Percentage of revenue
|
14.1
|
%
|
|
15.1
|
%
|
|
15.4
|
%
|
|
15.5
|
%
|
||||
|
General and administrative
|
$
|
68.8
|
|
|
$
|
79.9
|
|
|
$
|
141.8
|
|
|
$
|
162.7
|
|
|
Percentage of revenue
|
9.4
|
%
|
|
9.3
|
%
|
|
9.3
|
%
|
|
9.8
|
%
|
||||
|
Total
|
$
|
286.4
|
|
|
$
|
328.3
|
|
|
$
|
609.3
|
|
|
$
|
656.7
|
|
|
|
Second Quarter of
|
|
First Two Quarters of
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In millions)
|
|
|
|
|
|
|
|
||||||||
|
Cost of sales
|
$
|
23.2
|
|
|
$
|
23.8
|
|
|
$
|
46.7
|
|
|
$
|
48.0
|
|
|
Operating expenses
|
16.6
|
|
|
19.7
|
|
|
33.5
|
|
|
39.8
|
|
||||
|
Total amortization expense of purchased intangibles
|
$
|
39.8
|
|
|
$
|
43.5
|
|
|
$
|
80.2
|
|
|
$
|
87.8
|
|
|
|
Second Quarter of
|
|
First Two Quarters of
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In millions)
|
|
|
|
|
|
|
|
||||||||
|
Interest expense, net
|
$
|
(19.6
|
)
|
|
$
|
(20.6
|
)
|
|
$
|
(40.1
|
)
|
|
$
|
(42.5
|
)
|
|
Income from equity method investments, net
|
9.7
|
|
|
12.9
|
|
|
19.1
|
|
|
21.7
|
|
||||
|
Other income (expense), net
|
3.2
|
|
|
13.4
|
|
|
(4.6
|
)
|
|
15.4
|
|
||||
|
Total non-operating income (expense), net
|
$
|
(6.7
|
)
|
|
$
|
5.7
|
|
|
$
|
(25.6
|
)
|
|
$
|
(5.4
|
)
|
|
|
Second Quarter of
|
|
First Two Quarters of
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In millions)
|
|
|
|
|
|
|
|
||||||||
|
Buildings and Infrastructure
|
|
|
|
|
|
|
|
||||||||
|
Segment revenue
|
$
|
295.3
|
|
|
$
|
339.9
|
|
|
$
|
592.2
|
|
|
$
|
634.6
|
|
|
Segment revenue as a percent of total revenue
|
40
|
%
|
|
40
|
%
|
|
39
|
%
|
|
38
|
%
|
||||
|
Segment operating income
|
$
|
85.4
|
|
|
$
|
84.6
|
|
|
$
|
146.2
|
|
|
$
|
147.1
|
|
|
Segment operating income as a percent of segment revenue
|
28.9
|
%
|
|
24.9
|
%
|
|
24.7
|
%
|
|
23.2
|
%
|
||||
|
Geospatial
|
|
|
|
|
|
|
|
||||||||
|
Segment revenue
|
$
|
145.2
|
|
|
$
|
164.4
|
|
|
$
|
291.4
|
|
|
$
|
325.6
|
|
|
Segment revenue as a percent of total revenue
|
20
|
%
|
|
19
|
%
|
|
19
|
%
|
|
20
|
%
|
||||
|
Segment operating income
|
$
|
37.4
|
|
|
$
|
31.1
|
|
|
$
|
67.9
|
|
|
$
|
60.5
|
|
|
Segment operating income as a percent of segment revenue
|
25.8
|
%
|
|
18.9
|
%
|
|
23.3
|
%
|
|
18.6
|
%
|
||||
|
Resources and Utilities
|
|
|
|
|
|
|
|
||||||||
|
Segment revenue
|
$
|
143.8
|
|
|
$
|
152.7
|
|
|
$
|
324.1
|
|
|
$
|
312.2
|
|
|
Segment revenue as a percent of total revenue
|
20
|
%
|
|
18
|
%
|
|
21
|
%
|
|
19
|
%
|
||||
|
Segment operating income
|
$
|
49.1
|
|
|
$
|
45.5
|
|
|
$
|
116.0
|
|
|
$
|
96.6
|
|
|
Segment operating income as a percent of segment revenue
|
34.1
|
%
|
|
29.8
|
%
|
|
35.8
|
%
|
|
30.9
|
%
|
||||
|
Transportation
|
|
|
|
|
|
|
|
||||||||
|
Segment revenue
|
$
|
150.9
|
|
|
$
|
198.8
|
|
|
$
|
321.5
|
|
|
$
|
387.9
|
|
|
Segment revenue as a percent of total revenue
|
21
|
%
|
|
23
|
%
|
|
21
|
%
|
|
23
|
%
|
||||
|
Segment operating income
|
$
|
14.4
|
|
|
$
|
32.9
|
|
|
$
|
31.3
|
|
|
$
|
64.1
|
|
|
Segment operating income as a percent of segment revenue
|
9.5
|
%
|
|
16.5
|
%
|
|
9.7
|
%
|
|
16.5
|
%
|
||||
|
|
Second Quarter of
|
|
First Two Quarters of
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In millions)
|
|
|
|
|
|
|
|
||||||||
|
Consolidated segment operating income
|
$
|
186.3
|
|
|
$
|
194.1
|
|
|
$
|
361.4
|
|
|
$
|
368.3
|
|
|
Unallocated corporate expense
|
(16.4
|
)
|
|
(18.3
|
)
|
|
(30.3
|
)
|
|
(36.8
|
)
|
||||
|
Restructuring charges
|
(5.2
|
)
|
|
(2.9
|
)
|
|
(8.4
|
)
|
|
(6.6
|
)
|
||||
|
COVID-19 expenses
|
0.2
|
|
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
||||
|
Acquired deferred revenue adjustment
|
(1.6
|
)
|
|
(1.0
|
)
|
|
(3.3
|
)
|
|
(3.9
|
)
|
||||
|
Amortization of purchased intangible assets
|
(39.8
|
)
|
|
(43.5
|
)
|
|
(80.2
|
)
|
|
(87.8
|
)
|
||||
|
Stock-based compensation and deferred compensation
|
(25.4
|
)
|
|
(18.3
|
)
|
|
(29.9
|
)
|
|
(37.4
|
)
|
||||
|
Amortization of acquired capitalized commissions
|
1.4
|
|
|
1.6
|
|
|
2.9
|
|
|
3.3
|
|
||||
|
Acquisition / divestiture items
|
(1.9
|
)
|
|
(2.0
|
)
|
|
(12.7
|
)
|
|
(3.1
|
)
|
||||
|
Consolidated operating income
|
97.6
|
|
|
109.7
|
|
|
195.9
|
|
|
196.0
|
|
||||
|
Non-operating income (expense), net
|
(6.7
|
)
|
|
5.7
|
|
|
(25.6
|
)
|
|
(5.4
|
)
|
||||
|
Consolidated income before taxes
|
$
|
90.9
|
|
|
$
|
115.4
|
|
|
$
|
170.3
|
|
|
$
|
190.6
|
|
|
|
Second Quarter of
|
|
Fiscal Year End
|
||||
|
As of
|
2020
|
|
2019
|
||||
|
(In millions, except percentages)
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
196.4
|
|
|
$
|
189.2
|
|
|
As a percentage of total assets
|
3.0
|
%
|
|
2.8
|
%
|
||
|
Principal balance of outstanding debt
|
$
|
1,843.2
|
|
|
$
|
1,854.0
|
|
|
|
|
|
|
||||
|
|
First Two Quarters of
|
||||||
|
|
2020
|
|
2019
|
||||
|
(In millions)
|
|
|
|
||||
|
Cash provided by operating activities
|
303.2
|
|
|
$
|
325.5
|
|
|
|
Cash used in investing activities
|
(227.4
|
)
|
|
(19.8
|
)
|
||
|
Cash used in financing activities
|
(60.9
|
)
|
|
(279.3
|
)
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
(7.7
|
)
|
|
0.7
|
|
||
|
Net increase in cash and cash equivalents
|
$
|
7.2
|
|
|
$
|
27.1
|
|
|
(A).
|
Acquired deferred revenue adjustment. Purchase accounting generally requires us to write-down acquired deferred revenue to fair value. Our GAAP revenue includes the fair value impact from purchase accounting for post-contract support and subscriptions contracts assumed in connection with our acquisitions. The non-GAAP adjustment to our revenue is intended to reflect the full amount of such revenue. We believe this adjustment is useful to investors as a measure of the ongoing performance of our business and facilitates analysis of revenue growth and business trends.
|
|
(B).
|
Restructuring charges. Included in our GAAP presentation of cost of sales and operating expenses, restructuring charges recorded are primarily for employee compensation resulting from reductions in employee headcount in connection with our company restructurings. We exclude restructuring charges from our non-GAAP measures because we believe they do not reflect expected future operating expenses, they are not indicative of our core operating performance, and they are not meaningful in comparisons to our past operating performance. We have incurred restructuring expense in each of the periods presented. However the amount incurred can vary significantly based on whether a restructuring has occurred in the period and the timing of headcount reductions.
|
|
(C).
|
COVID-19 expenses. Included in our GAAP presentation of operating expenses, COVID-19 expenses consist of costs incurred as a direct impact from the COVID-19 virus pandemic, such as cancellation fees of trade shows due to public safety issues, additional costs for disinfecting facilities, personal protective equipment, and labor. We exclude COVID-19 expenses from our non-GAAP measures because we believe they are one-time costs that vary significantly in amount and timing and are not indicative of our core operating performance.
|
|
(D).
|
Amortization of purchased intangible assets. Included in our GAAP presentation of gross margin and operating expenses is amortization of purchased intangible assets. U.S. GAAP accounting requires that intangible assets are recorded at fair value and amortized over their useful lives. Consequently, the timing and size of our acquisitions will cause our operating results to vary from period to period, making a comparison to past performance difficult for investors. This accounting treatment may cause differences when comparing our results to companies that grow internally because the fair value assigned to the intangible assets acquired through acquisition may significantly exceed the equivalent expenses that a company may incur for similar efforts when performed internally. Furthermore, the useful life that we use to amortize our intangible assets over may be substantially different from the time period that an internal growth company incurs and recognizes such expenses. We believe that by excluding the amortization of purchased intangible assets, which primarily represents technology and/or customer relationships already developed, this provides an alternative way for investors to compare our operations pre-acquisition to those post-acquisition and to those of our competitors that have pursued internal growth strategies. However, we note that companies that grow internally will incur costs to develop intangible assets that will be expensed in the period incurred, which may make a direct comparison more difficult.
|
|
(E).
|
Stock-based compensation and deferred compensation. Included in our GAAP presentation of cost of sales and operating expenses are stock-based compensation consists of expenses for employee stock options and awards and purchase rights under our employee stock purchase plan. Additionally included in our GAAP presentation of cost of sales and operating expenses are 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. We exclude them from our non-GAAP measures because some investors may view it as not reflective of our core operating performance as they are a non-cash item.
|
|
(F).
|
Acquisition / divestiture items. Included in our GAAP presentation of cost of sales and operating expenses, acquisition costs consist of external and incremental costs resulting directly from merger and acquisition and strategic investment activities such as legal, due diligence, integration, and other closing costs including the acceleration of acquisition stock options and adjustments to the fair value of earn-out liabilities. Included in our GAAP presentation of non-operating expense, net, acquisition/divestiture items includes unusual acquisition, investment, and/or divestiture gains/losses. Although we do numerous acquisitions, the costs that have been excluded from the non-GAAP measures are costs specific to particular acquisitions. These are one-time costs that vary significantly in amount and timing and are not indicative of our core operating performance.
|
|
(G).
|
Amortization of acquired capitalized commissions. Purchase accounting generally requires us to eliminate capitalized sales commissions balances as of the acquisition date. Our GAAP sales and marketing expenses generally do not reflect the amortization of these capitalized sales commissions balances. The non-GAAP adjustment to increase our sales and marketing expenses is intended to reflect the full amount of amortization related to such balances as though the acquired companies operated independently in the periods presented. We believe this adjustment to sales and marketing expenses is useful to investors as a measure of the ongoing performance of our business.
|
|
(H).
|
Non-GAAP items tax effected. This amount adjusts the provision for income taxes to reflect the effect of the non-GAAP items (A) - (G) on non-GAAP net income. We believe this information is useful to investors because it provides for consistent treatment of the excluded items in this non-GAAP presentation.
|
|
(I).
|
Difference in GAAP and Non-GAAP tax 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 net deferred tax impacts resulting from a non-U.S. intercompany transfer of intellectual property. We believe that investors benefit from excluding this amount from our non-GAAP income tax provision because it facilitates a comparison of the non-GAAP tax provision in the current and prior periods.
|
|
(J).
|
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. We believe that investors benefit from a presentation of non-GAAP tax rate percentage as a way of facilitating a comparison to non-GAAP tax rates in prior periods.
|
|
|
Second Quarter of Fiscal 2020
|
|
Fiscal Year End 2019
|
||||||||||||
|
|
Nominal Amount
|
|
Fair Value
|
|
Nominal Amount
|
|
Fair Value
|
||||||||
|
Forward contracts:
|
|
|
|
|
|
|
|
||||||||
|
Purchased
|
$
|
(96.7
|
)
|
|
$
|
0.1
|
|
|
$
|
(84.3
|
)
|
|
$
|
0.3
|
|
|
Sold
|
$
|
55.1
|
|
|
$
|
(0.3
|
)
|
|
$
|
159.2
|
|
|
$
|
(1.0
|
)
|
|
|
|
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 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
January 4, 2020 – February 7, 2020
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
172,360,707
|
|
|
|
February 8, 2020 – March 6, 2020
|
|
961,520
|
|
|
$
|
41.6
|
|
|
961,520
|
|
|
$
|
132,360,922
|
|
|
|
March 7, 2020 – April 3, 2020
|
|
276,082
|
|
|
$
|
36.22
|
|
|
276,082
|
|
|
$
|
122,360,954
|
|
|
|
April 4, 2020 – May 8, 2020
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
122,360,954
|
|
|
|
May 9, 2020 – June 5, 2020
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
122,360,954
|
|
|
|
June 6, 2020 – July 3, 2020
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
122,360,954
|
|
|
|
Total
|
|
1,237,602
|
|
|
|
|
1,237,602
|
|
|
|
|
||||
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
10.1
|
|
|
10.2
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
101
|
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2020, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Stockholders' Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
|
|
104
|
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2020, formatted in Inline XBRL.
|
|
(1)
|
Incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K filed October 3, 2016.
|
|
(2)
|
Incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K filed November 15, 2019.
|
|
(3)
|
Incorporated by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K filed October 3, 2016.
|
|
(4)
|
Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 6, 2020 (SEC file no. 001-14845 20853433).
|
|
(5)
|
Furnished or filed herewith.
|
|
|
|
TRIMBLE INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
By:
|
|
/s/ David G. Barnes
|
|
|
|
David G. Barnes
|
|
|
|
Chief Financial Officer
|
|
|
|
(Authorized Officer and Principal
|
|
|
|
Financial Officer)
|
|
(1)
|
In the event that you cease to be a Service Provider as a result of your death prior to the last day of the Performance Period, you shall vest, with respect to each Scoring Window, in a number of Performance Stock Units equal to the product of the number of Performance Stock Units that become eligible to vest with respect to the applicable Scoring Window based on the attainment level of the Performance Goals calculated as of the end of the corresponding Scoring Window, multiplied by the Pro Rata Factor, rounded up to the nearest whole number of Performance Stock Units. “Pro Rata Factor” means a fraction, the numerator of which is the number of days that you have completed as a Service Provider during the period commencing on the date of grant of the Performance Stock Units and ending on the date that is the earliest of your death or the Shortened Performance Attainment Date (as defined below), and the denominator of which is the number of total days contained in the period commencing on the date of grant of the Performance Stock Units and ending on the last day of the corresponding Scoring Window.
|
|
(2)
|
In the event of a Change in Control, (a) if the last day of a Scoring Window precedes the Change of Control, the Performance Stock Units subject to the any such Scoring Window that became eligible to vest based on the attainment of the Performance Goals shall vest as of the date that the attainment level has been determined in accordance with the procedures described under the “Vesting Schedule” section and (b) if the last day of a Scoring Window postdates the Change of Control, (i) each such Scoring Window shall be shortened to end on a date preceding the consummation of the Change in Control to be selected by the Administrator (the “Shortened Performance Attainment Date”), (ii) with respect to each such Scoring Window, a number of Performance Stock Units shall vest immediately prior to the Change in Control equal to the product of the number of Performance Stock Units that become eligible to vest with respect to the applicable Scoring Window based on the attainment level of the Performance Goals calculated as of the Shortened Performance Attainment Date, multiplied by the Pro Rata Factor (the “Pro Rata Portion”), rounded up to the nearest whole number of Performance Stock
|
|
(3)
|
In the event that you have been selected to participate in the Company Age and Service Equity Vesting Program (the “Vesting Program”) on or before the date of grant of the Performance Stock Units, this Award Agreement shall also be subject to the terms of the Vesting Program.
|
|
(4)
|
If you are a party to an Executive Severance Agreement with the Company, this Award Agreement shall also be subject to the terms of such Executive Severance Agreement.
|
|
(1)
|
withholding from your wages or other cash compensation paid to you by the Company and/or the Employer or any Subsidiary or Affiliate; or
|
|
(2)
|
withholding from proceeds of the sale of the Shares acquired upon vesting/settlement of the Performance Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization and without further consent); or
|
|
(3)
|
withholding in Shares to be issued upon vesting/settlement or from the cash payment received at settlement (if any) of the Performance Stock Units.
|
|
1.
|
Eligible Number of Performance Stock Units
|
|
▪
|
For each Scoring Window (as set forth in Section 3 below), the product of (a) the Target Units, multiplied by (b) the Installment Portion (as set forth in Section 3 below), multiplied by (c) the TSR Multiplier (as set forth in Section 4 below).
|
|
2.
|
Performance Period: The three-year period beginning May 15, 2020, with three (3) different, overlapping “Scoring Windows” as described below.
|
|
3.
|
Annual Scoring:
|
|
“Scoring Window”
|
Time Period
|
“Installment Portion”
|
|
Window 1 (one year)
|
May 15, 2020 to May 15, 2021
|
1/3
|
|
Window 2 (two year)
|
May 15, 2020 to May 15, 2022
|
1/3
|
|
Window 3 (three year)
|
May 15, 2020 to May 15, 2023
|
1/3
|
|
4.
|
Performance Goals:
|
|
TSR Percentile Ranking
|
“TSR Multiplier”
|
|
Below threshold
|
0%
|
|
Threshold: 25th percentile
|
50%
|
|
Target: 50th percentile
|
100%
|
|
Maximum: 75th percentile
|
200%
|
|
(i)
|
the Trailing Average Price of the applicable issuer’s shares at the end of the Scoring Window minus the Trailing Average Price of such issuer’s shares at the beginning of the Scoring Window, plus assumed reinvestment as of the ex-dividend date of ordinary and extraordinary cash dividends, if any, paid by such issuer during the Scoring Window, divided by
|
|
(ii)
|
the Trailing Average Price of such issuer’s shares at the beginning of the Scoring Window; and
|
|
5.
|
Adjustments: At all times, the Administrator retains the right to make adjustments, at its sole discretion, to the Performance Goals or the definition of or methods of determining the financial metrics hereunder, provided that such adjustments do not increase the maximum number of Performance Stock Units that would otherwise vest under this Award Agreement.
|
|
•
|
You agree that any Employer’s Liability that may arise in connection with or pursuant to the Performance Stock Units (and the acquisition of Shares) or other taxable events in connection with the Performance Stock Units will be transferred to you; and
|
|
•
|
You authorise the Company and/or the Employer to recover an amount sufficient to cover this liability by any of the means set forth in the Award Agreement and/or the Joint Election.
|
|
•
|
You acknowledges that even if you have electronically entered into the Joint Election by accepting the Award Agreement through the Company’s online acceptance procedures, the Company or the Employer may still require you to sign a paper copy of this Joint Election (or a substantially similar form) if the Company determines such is necessary to give effect to the Joint Election.
|
|
A.
|
The individual who has obtained authorized access to this Joint Election (the “Employee”), who is employed by one of the employing companies listed in the attached schedule (the “Employer”) and who is eligible to receive performance stock units pursuant to the Trimble Inc. Amended and Restated 2002 Stock Plan (the “Plan”), and
|
|
B.
|
Trimble Inc., at [Company Address] (the “Company”), which may grant performance stock units under the Plan and is entering into this Joint Election on behalf of the Employer.
|
|
1.
|
Introduction
|
|
1.1
|
This Joint Election relates to any performance stock units granted to the Employee under the Plan on or after March 15, 2017 up to the termination date of the Plan.
|
|
1.2
|
In this Joint Election the following words and phrases have the following meanings:
|
|
(a)
|
“Chargeable Event” means, in relation to the Plan:
|
|
(i)
|
the acquisition of securities pursuant to performance stock units (within section 477(3)(a) of ITEPA);
|
|
(ii)
|
the assignment (if applicable) or release of performance stock units in return for consideration (within section 477(3)(b) of ITEPA);
|
|
(iii)
|
the receipt of a benefit in connection with the performance stock units, other than a benefit within (i) or (ii) above (within section 477(3)(c) of ITEPA);
|
|
(iv)
|
post-acquisition charges relating to the performance stock units and/or shares acquired pursuant to the performance stock units (within section 427 of ITEPA); and/or
|
|
(v)
|
post-acquisition charges relating to the performance stock units and/or shares acquired pursuant to the performance stock units (within section 439 of ITEPA).
|
|
1.3
|
This Joint Election relates to employer’s secondary Class 1 National Insurance contributions (the “Employer’s Liability”) which may arise on the occurrence of a Chargeable Event in respect of the performance stock units pursuant to section 4(4)(a) and/or paragraph 3B(1A) of Schedule 1 of the SSCBA.
|
|
1.4
|
This Election does not apply in relation to any liability, or any part of any liability, arising as a result of regulations being given retrospective effect by virtue of section 4B(2) of either the SSCBA, or the Social Security Contributions and Benefits (Northern Ireland) Act 1992.
|
|
1.5
|
This Election does not apply to the extent that it relates to relevant employment income which is employment income of the earner by virtue of Chapter 3A of Part VII of ITEPA (employment income: securities with artificially depressed market value).
|
|
2.
|
The Election
|
|
3.
|
Payment of the Employer’s Liability
|
|
3.1
|
The Employee hereby authorizes the Company and/or the Employer to collect the Employer’s Liability from the Employee at any time after the Chargeable Event:
|
|
(i)
|
by deduction from salary or any other payment payable to the Employee at any time on or after the date of the Chargeable Event; and/or
|
|
(ii)
|
directly from the Employee by payment in cash or cleared funds; and/or
|
|
(iii)
|
by arranging, on behalf of the Employee, for the sale of some of the securities which the Employee is entitled to receive pursuant to the performance stock units; and/or
|
|
(iv)
|
through any other method as set forth in the applicable Performance Stock Unit Award Agreement entered into between the Employee and the Company.
|
|
3.2
|
The Company hereby reserves for itself and the Employer the right to withhold the transfer of any securities to the Employee in respect of the performance stock units until full payment of the Employer’s Liability is received.
|
|
3.3
|
The Company agrees to remit the Employer’s Liability to Her Majesty’s Revenue & Customs (“HMRC”) on behalf of the Employee within 14 days after the end of the UK tax month during which the Chargeable Event occurs (or within 17 days if payments are made electronically).
|
|
4.
|
Duration of Election
|
|
4.1
|
The Employee and the Company agree to be bound by the terms of this Joint Election regardless of whether the Employee is transferred abroad or is not employed by the Employer on the date on which the Employer’s Liability becomes due.
|
|
4.2
|
This Election will continue in effect until the earliest of the following:
|
|
(v)
|
the Employee and the Company agree in writing that it should cease to have effect;
|
|
(vi)
|
on the date the Company serves written notice on the Employee terminating its effect;
|
|
(vii)
|
on the date HMRC withdraws approval of this Joint Election; or
|
|
(viii)
|
after due payment of the Employer’s Liability in respect of the Plan to which this Joint Election relates or could relate, such that the Election ceases to have effect in accordance with its terms.
|
|
Registered Office:
|
Baird House
15-17 St Cross Street
London, EC1N 8UW
|
|
Company Registration Number:
|
04735063
|
|
Corporation Tax District:
|
|
|
Corporation Tax Reference:
|
204 52184 23681
|
|
PAYE Reference:
|
073/JZ45398
|
|
Registered Office:
|
Bank House
171 Midsummer Boulevard
Milton Keynes, MK9 1EB
|
|
Company Registration Number:
|
05801504
|
|
Corporation Tax District:
|
|
|
Corporation Tax Reference:
|
[insert]
|
|
PAYE Reference:
|
362/YZ90419
|
|
Registered Office:
|
Trimble Solutions Limited
Cliffe Park Way
Morely, Leeds, West Yorkshire LS27 0RY
|
|
Company Registration Number:
|
03753064
|
|
Corporation Tax District:
|
|
|
Corporation Tax Reference:
|
36670 28216
|
|
PAYE Reference:
|
567/D6523
|
|
Registered Office:
|
1 Bath Street
Ipswich, Suffolk 1P2 8SD
|
|
Company Registration Number:
|
04069823
|
|
Corporation Tax District:
|
|
|
Corporation Tax Reference:
|
346 14947 14009
|
|
PAYE Reference:
|
245 / VA37745
|
|
Registered Office:
|
1 Bath Street
Ispswich IP2 8SD
|
|
Company Registration Number:
|
04069823
|
|
Corporation Tax District:
|
|
|
Corporation Tax Reference:
|
452 14947 14009
|
|
PAYE Reference:
|
245 / VZ37745
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Trimble Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date:
|
August 7, 2020
|
/s/ Robert G. Painter
|
|
|
|
Robert G.Painter
|
|
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Trimble Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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August 7, 2020
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/s/ David G. Barnes
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David G. Barnes
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Chief Financial Officer
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(1)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Robert G.Painter
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Robert G.Painter
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Chief Executive Officer
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(1)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ David G. Barnes
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David G. Barnes
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Chief Financial Officer
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