Item 8. Financial Statements and Supplementary Data

134K characters. Original on sec.gov · Markdown

Item 8. Financial Statements and Supplementary Data

CONSOLIDATED BALANCE SHEETS


At the End of Fiscal Year	2020		2019

(In millions, except par values)
ASSETS
Current assets:
Cash and cash equivalents	$	237.7	$	189.2

Accounts receivable, net	620.5		608.2

Inventories	301.7		312.1

Other current assets	121.5		102.3
Total current assets	1,281.4		1,211.8
Property and equipment, net	251.8		241.4
Operating lease right-of-use assets	128.9		140.3
Goodwill	3,876.5		3,680.6
Other purchased intangible assets, net	580.1		678.7
Deferred income tax assets	510.2		475.5
Other non-current assets	248.0		212.4
Total assets	$	6,876.9	$	6,640.7
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt	$	255.8	$	219.0
Accounts payable	143.2		159.3
Accrued compensation and benefits	166.8		123.5
Deferred revenue	560.5		490.4

Other current liabilities	185.0		198.1
Total current liabilities	1,311.3		1,190.3
Long-term debt	1,291.4		1,624.2
Deferred revenue, non-current	53.3		51.5
Deferred income tax liabilities	300.3		318.2
Income taxes payable	62.2		69.1
Operating lease liabilities	109.2		114.1
Other non-current liabilities	150.6		152.9
Total liabilities	3,278.3		3,520.3
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock, $0.001 par value; 3.0 shares authorized; none issued and outstanding	—		—
Common stock, $0.001 par value; 360.0 shares authorized; 250.8 and 249.9 shares issued and outstanding at the end of fiscal 2020 and 2019, respectively	0.3		0.2
Additional paid-in-capital	1,801.7		1,692.8
Retained earnings	1,893.4		1,602.8
Accumulated other comprehensive loss	(98.5)		(176.8)
Total Trimble Inc. stockholders’ equity	3,596.9		3,119.0
Noncontrolling interests	1.7		1.4
Total stockholders' equity	3,598.6		3,120.4
Total liabilities and stockholders’ equity	$	6,876.9	$	6,640.7

See accompanying Notes to the Consolidated Financial Statements.

Table of Contents

CONSOLIDATED STATEMENTS OF INCOME


Fiscal Years	2020		2019		2018
(In millions, except per share data)
Revenue:
Product	$	1,828.0	$	1,934.8	$	1,999.9
Service	644.8		686.2		588.7
Subscription	674.9		643.3		519.8
Total revenue	3,147.7		3,264.3		3,108.4
Cost of sales:
Product	855.0		939.4		938.9
Service	234.5		253.9		247.3
Subscription	211.0		196.0		138.0
Amortization of purchased intangible assets	92.3		94.1		103.2
Total cost of sales	1,392.8		1,483.4		1,427.4
Gross margin	1,754.9		1,780.9		1,681.0
Operating expense:
Research and development	475.9		469.7		446.1
Sales and marketing	467.0		504.2		479.8
General and administrative	300.9		330.6		349.8
Restructuring charges	25.8		26.8		8.2
Amortization of purchased intangible assets	65.5		73.7		76.4
Total operating expense	1,335.1		1,405.0		1,360.3
Operating income	419.8		375.9		320.7
Non-operating expense, net:
Interest expense, net	(77.6)		(82.4)		(73.2)

Income from equity method investments, net	39.4		35.8		28.7
Other income, net	13.4		15.5		1.8
Total non-operating expense, net	(24.8)		(31.1)		(42.7)
Income before taxes	395.0		344.8		278.0
Income tax provision (benefit)	4.4		(169.7)		(5.3)
Net income	390.6		514.5		283.3
Net gain attributable to noncontrolling interests	0.7		0.2		0.5
Net income attributable to Trimble Inc.	$	389.9	$	514.3	$	282.8
Earnings per share attributable to Trimble Inc.:
Basic	$	1.56	$	2.05	$	1.13
Diluted	$	1.55	$	2.03	$	1.12
Shares used in calculating earnings per share:
Basic	250.5		250.8		250.0
Diluted	252.3		252.9		253.4

See accompanying Notes to the Consolidated Financial Statements.

Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


Fiscal Years	2020		2019		2018

(In millions)
Net income	$	390.6	$	514.5	$	283.3
Foreign currency translation adjustments, net of tax $0.5 in 2020, and $0.1 in 2019 and 2018, respectively	77.1		10.3		(55.6)

Net unrealized gain (loss), net of tax	1.2		(1.0)		0.9
Comprehensive income	468.9		523.8		228.6
Comprehensive income attributable to noncontrolling interests	0.7		0.2		0.5
Comprehensive income attributable to Trimble Inc.	$	468.2	$	523.6	$	228.1

See accompanying Notes to the Consolidated Financial Statements.

Table of Contents

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


	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 2017	248.9	$	0.2	$	1,461.1	$	1,084.6	$	(131.4)	$	2,414.5	$	—	$	2,414.5
Net income	—	—		—		282.8		—		282.8		0.5		283.3
Other comprehensive loss	—	—		—		—		(54.7)		(54.7)		—		(54.7)
Comprehensive income										228.1				228.6
Issuance of common stock under employee plans, net of tax withholdings	4.4	0.1		67.5		(27.4)		—		40.2		—		40.2
Stock repurchases	(2.4)	—		(14.7)		(75.3)		—		(90.0)		—		(90.0)
Stock-based compensation	—	—		78.0		—		—		78.0		—		78.0
Noncontrolling interest investments	—	—		—		—		—		—		(0.1)		(0.1)
Tax benefit from stock option exercises	—	—		—		3.6		—		3.6		—		3.6
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	—	—		—		514.3		—		514.3		0.2		514.5
Other comprehensive income	—	—		—		—		9.3		9.3		—		9.3
Comprehensive income										523.6				523.8
Issuance of common stock under employee plans, net of tax withholdings	3.7	—		59.8		(30.7)		—		29.1		—		29.1
Stock repurchases	(4.7)	(0.1)		(30.6)		(149.1)		—		(179.8)		—		(179.8)
Stock-based compensation	—	—		72.5		—		—		72.5		—		72.5
Noncontrolling interest investments	—	—		(0.8)		—		—		(0.8)		0.8		—

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						389.9				389.9		0.7		390.6
Other comprehensive income	—	—		—		—		78.3		78.3		—		78.3
Comprehensive income										468.2				468.9
Issuance of common stock under employee plans, net of tax withholdings	2.8	0.1		40.6		(30.7)		—		10.0		—		10.0
Stock repurchases	(1.9)	—		(13.0)		(68.6)		—		(81.6)		—		(81.6)
Stock-based compensation	—	—		81.3		—		—		81.3		—		81.3
Noncontrolling interest investments	—	—		—		—		—		—		(0.4)		(0.4)
Balance at the end of fiscal 2020	250.8	$	0.3	$	1,801.7	$	1,893.4	$	(98.5)	$	3,596.9	$	1.7	$	3,598.6

See accompanying Notes to the Consolidated Financial Statements.

Table of Contents

CONSOLIDATED STATEMENTS OF CASH FLOWS


Fiscal Years	2020		2019		2018

(In millions)
Cash flows from operating activities
Net income	$	390.6	$	514.5	$	283.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	39.7		39.4		35.6
Amortization expense	157.8		167.8		179.6
Provision for credit losses	7.1		6.5		3.4
Deferred income taxes	(52.9)		(220.2)		(47.6)
Non-cash restructuring expense	11.4		2.1		0.5
Stock-based compensation	83.0		75.0		76.9
(Income) loss from equity method investments, net of dividends	(21.0)		(7.8)		1.9
Provision for excess and obsolete inventories	16.2		7.3		7.2
Other, net	16.5		(10.4)		10.2
(Increase) decrease in assets:
Accounts receivable, net	(14.0)		(96.0)		(51.0)
Inventories	(5.0)		(21.3)		(45.0)
Other current and non-current assets	2.5		11.0		(17.6)
Increase (decrease) in liabilities:
Accounts payable	(15.7)		14.5		(2.0)
Accrued compensation and benefits	34.9		(46.4)		18.6
Deferred revenue	65.7		148.2		76.3
Other current and non-current liabilities	(44.8)		0.8		(43.6)
Net cash provided by operating activities	672.0		585.0		486.7
Cash flow from investing activities:
Acquisitions of businesses, net of cash acquired	(201.9)		(220.8)		(1,763.5)
Purchases of property and equipment	(56.8)		(69.0)		(67.6)
Purchases of short-term investments	—		—		(24.0)
Proceeds from maturities of short-term investments	—		—		6.2
Proceeds from sales of short-term investments	—		—		196.8

Other, net	26.9		14.5		2.5
Net cash used in investing activities	(231.8)		(275.3)		(1,649.6)
Cash flows from financing activities:
Issuance of common stock, net of tax withholdings	10.0		29.1		40.2
Repurchase of common stock	(81.6)		(179.8)		(93.0)
Proceeds from debt and revolving credit lines	1,173.8		1,195.4		2,976.4
Payments on debt and revolving credit lines	(1,486.0)		(1,322.9)		(1,925.1)
Other, net	(16.5)		(14.4)		(9.1)
Net cash provided by (used in) financing activities	(400.3)		(292.6)		989.4
Effect of exchange rate changes on cash and cash equivalents	8.6		(0.4)		(12.5)
Net increase (decrease) in cash and cash equivalents	48.5		16.7		(186.0)
Cash and cash equivalents - beginning of fiscal year	189.2		172.5		358.5
Cash and cash equivalents - end of fiscal year	$	237.7	$	189.2	$	172.5

Supplemental cash flow disclosure:
Cash paid for income taxes, net	$	59.0	$	63.1	$	62.3
Cash paid for interest	$	71.8	$	79.2	$	69.3

See accompanying Notes to the Consolidated Financial Statements.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES

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

We are a leading provider of technology solutions that enable professionals and field mobile workers to improve or transform their work processes. We focus on transforming the way the world works by delivering products and services that connect the physical and digital worlds. We generate revenue primarily through the sale of our hardware, software, maintenance and support, professional services, and subscriptions.

Use of Estimates

The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates and assumptions are used for revenue recognition, including determining the nature and timing of satisfaction of performance obligations and determining standalone selling price (“SSP”) of performance obligations, provision for credit losses, sales returns reserve, inventory valuation, warranty costs, investments, acquired intangibles, goodwill and intangibles impairments, other long-lived asset impairments, stock-based compensation, and income taxes. We base our estimates on historical experience and various other assumptions we believe to be reasonable and inputs into our estimates consider the economic implications of COVID-19. Actual results that we experience may differ materially from our estimates.

Basis of Presentation

We use a 52-53 week fiscal year ending on the Friday nearest to December 31. Fiscal 2020 and 2018 were both 52-week years ending on January 1, 2021 and December 28, 2018, respectively. Fiscal 2019 was a 53-week year ended on January 3, 2020. Unless otherwise stated, all dates refer to our fiscal year and fiscal periods.

These Consolidated Financial Statements include our results of our consolidated subsidiaries. Intercompany accounts and transactions have been eliminated. Noncontrolling interests represent the noncontrolling stockholders’ proportionate share of the net assets and results of operations of our consolidated subsidiaries.

We present revenue and cost of sales separately for products, services, and subscriptions. Product revenue includes hardware and software licenses; service revenue includes maintenance and support for hardware and software products and professional services; subscription revenue includes software as a service (“SaaS”), data, and hosting services.

Reportable Segments

We report our financial performance, including revenue and operating income, based on four reportable segments: Buildings and Infrastructure, Geospatial, Resources and Utilities, and Transportation.

Our Chief Executive Officer and Chief Operating Decision Maker views and evaluates operations based on the results of our reportable operating segments under our management reporting system. These results are not necessarily in conformance with U.S. GAAP.

Revenue Recognition

Significant Judgments

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenue is recognized net of allowance for returns and any taxes collected from customers. We enter into contracts that may include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations; however, determining whether products or services are considered distinct performance obligations that should be accounted for separately versus together may sometimes require significant judgment.

Judgment is required to determine SSP for each distinct performance obligation. We use a range of amounts to estimate SSP when products and services are sold separately, and determine whether there is a discount to be allocated based on the relative SSP of the various products and services. In instances where SSP is not directly observable, we determine SSP using information that may include market conditions and other observable inputs.

Table of Contents

Nature of Goods and Services

We generate revenue primarily from products, services, and subscriptions; each of which is a distinct performance obligation. Descriptions are as follows:

Product

Hardware is recognized when the control of the product transfers to the customer, which is generally when the product is shipped. We recognize shipping fees reimbursed by customers as revenue and the cost for shipping as an expense in Cost of sales when control over products has transferred to the customer.

Software including perpetual and term licenses is recognized upon delivery and commencement of license term. In general, our contracts do not provide for customer specific acceptances.

Services

Hardware maintenance and support, commonly called extended warranty, entitles the customer to receive replacement parts and repair services. Extended warranty is separately priced and is recognized on a straight-line basis over the extended service period, which begins after the standard warranty period, ranging from one to two years depending on the product line.

Software maintenance and support entitles the customer to receive software product upgrades and enhancements on a when and if available basis and technical support. Software maintenance is recognized on a straight-line basis commencing upon product delivery over the post-contract support term, which ranges from one to three years, with one year being most common.

Professional services include installation, training, configuration, project management, system integrations, customization, data migration/conversion, and other implementation services. The majority of professional services are not complex, can be provided by other vendors, and are readily available and billed on a time-and-material basis. Revenue for distinct professional services is recognized over time, based on work performed.

In some contracts, products and professional services may be combined into a single performance obligation. This generally arises when products or subscriptions are sold with significant customization, modification, or integration services. Revenue for the combined performance is recognized over time as the work progresses because of the continuous transfer of control to the customer.

Subscription

SaaS may be sold with devices used to collect, generate, and transmit data. SaaS is distinct from the related devices. In addition, we may host the software that the customer has separately licensed. Hosting services are distinct from the underlying software.

Subscription terms generally range from month-to-month to three years. Subscription revenue is recognized monthly over the subscription term, commencing from activation.

Deferred Costs to Obtain Customer Contracts

Our incremental cost of obtaining contracts, which consists of sales commissions related to customer contracts that include maintenance or subscription revenue, are deferred if the contractual term is greater than a year or if renewals are expected, and the renewal commission is not commensurate with the initial commission. These commission costs are deferred and amortized over the benefit period, which is either the contract term or the shorter of customer or product life that ranges from three to seven years. We have elected the practical expedient to exclude contracts with an amortization period of a year or less from this deferral requirement.

Remaining Performance Obligations

Remaining performance obligations represent contracted revenue for which goods or services have not been delivered. The contracted revenue, which will be recognized in future periods, includes both invoiced amounts in deferred revenue as well as amounts that are not yet invoiced.

Foreign Currency Translation

Assets and liabilities of non-U.S. subsidiaries that operate in local currencies are translated to U.S. dollars at exchange rates in effect at the balance sheet date, with the resulting translation adjustments, net of tax, recorded in Accumulated other comprehensive loss within the Stockholders’ Equity section of the Consolidated Balance Sheets. Income and expense accounts are translated at average monthly exchange rates during the year.

Table of Contents

Derivative Financial Instruments

We enter into foreign exchange forward contracts to minimize the short-term impact of foreign currency fluctuations on cash and certain trade and intercompany receivables and payables, primarily denominated in New Zealand Dollars, Brazil Real, Canadian Dollars, Norwegian Krone, and Euro. These contracts reduce the exposure to fluctuations in foreign currency exchange rate movements, as the gains and losses associated with foreign currency balances are generally offset with the gains and losses on the forward contracts. These instruments are marked-to-market through earnings every reporting period and generally range from one to two months in original maturity. We occasionally enter into foreign currency forward contracts to hedge the purchase price of some of our larger business acquisitions. We do not enter into foreign currency forward contracts for trading purposes. As of the fiscal years ended 2020 and 2019, there were no derivative financial instruments outstanding that were accounted for as hedges.

Concentrations of Risk

Cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit and therefore bear minimal credit risk.

We are also exposed to credit risk in our trade receivables, which are derived from sales to end-user customers in diversified industries as well as various resellers. We perform ongoing credit evaluations of our customers’ financial conditions and limit the amount of credit extended, when deemed necessary, but generally do not require collateral.

In addition, we rely on a limited number of suppliers for a number of our critical components.

Accounts Receivable, Net

Accounts receivable, net, includes billed and unbilled amounts due from customers. Unbilled receivables include revenue recognized that exceeds the amount billed to the customer, provided the billing is not contingent upon future performance, and we have the unconditional right to future payment with only the passage of time required. Both billed and unbilled amounts due are stated at their net estimated realizable value. The unbilled receivables were $138.7 million and $129.5 million at the end of fiscal 2020 and 2019, respectively.

Table of Contents

We maintain an allowance for credit losses to provide for the estimated amount of receivables that will not be collected. Each reporting period, we evaluate the collectability of our trade accounts receivable based on a number of factors such as age of the accounts receivable balances, credit quality, historical experience, and current and future economic conditions that may affect a customer’s ability to pay. Changes in our allowance for credit losses at the end of fiscal 2020, 2019 and 2018 were as follows:


Fiscal Years	2020		2019		2018
(In millions)

Balance at beginning of period	$	5.9	$	4.6	$	3.6

Acquired allowances	—		0.2		1.6
Provision for credit losses	7.1		6.5		3.4
Write-offs, net of recoveries	(6.0)		(5.4)		(4.0)
Balance at end of period	$	7.0	$	5.9	$	4.6

Inventories

Inventories are stated at the lower of cost or net realizable value. Adjustments are also made to reduce the cost of inventory for estimated excess or obsolete balances. Factors influencing these adjustments include declines in demand that impact inventory purchasing forecasts, technological changes, product life cycle and development plans, component cost trends, product pricing, physical deterioration, and quality issues. If our estimate used to reserve for excess and obsolete inventory differs from what is expected, we may be required to recognize additional reserves, which would negatively impact our gross margin.

Property and Equipment, Net

Property and equipment, net is stated at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the shorter of the estimated useful lives or the lease terms when applicable. Useful lives generally range from four to six years for machinery and equipment, five to ten years for furniture and fixtures, two to five years for computer equipment and software, thirty-nine years for buildings, and the life of the lease for leasehold improvements. We capitalize eligible costs to acquire or develop certain internal-use software that are incurred subsequent to the preliminary project stage. Capitalized costs related to internal-use software are amortized using the straight-line method over the estimated useful lives of the assets, which range generally from two to five years. The costs of repairs and maintenance are expensed when incurred, while expenditures for refurbishments and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Depreciation expense was $39.7 million, $39.4 million and $35.6 million in fiscal 2020, 2019 and 2018, respectively.

Leases

We determine if an arrangement is a lease at inception. Operating leases with lease terms greater than one year are included in Operating lease right-of-use (“ROU”) assets, in both Other current liabilities, and Operating lease liabilities in our Consolidated Balance Sheets.

ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Present value is determined by using our incremental borrowing rate based on the estimated rate of interest for collateralized borrowings over a similar term of the lease payments at commencement date. The operating lease ROU asset includes adjustments made for uneven rents, lease incentives, and lease impairments. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Lease agreements that include both lease and non-lease components are accounted for as part of the overall lease arrangement.

Table of Contents

Business Combinations

We allocate the fair value of purchase consideration to the assets acquired, liabilities assumed, and non-controlling interests in the acquiree based on their fair values at the acquisition date, with any excess purchase price recognized as goodwill.

When determining the fair values of assets acquired, liabilities assumed, and non-controlling interests in the acquiree, we make significant estimates and assumptions, especially with respect to intangible assets. Critical estimates when valuing intangible assets include expected future cash flows based on consideration of future growth rates and margins, customer attrition rates, future changes in technology and brand awareness, loyalty and position, and discount rates. Fair value estimates are based on the assumptions we believe a market participant would use in pricing the asset or liability. Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition as additional information about conditions existing at the acquisition date becomes available.

Goodwill and Purchased Intangible Assets

Goodwill represents the excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets acquired individually, with a group of other assets, or in a business combination are recorded at fair value. Identifiable intangible assets are comprised of technology, patents, licenses, customer contracts, acquired backlog, trademarks, and in-process research and development. Identifiable intangible assets are amortized over the period of estimated benefit using the straight-line method and have estimated useful lives ranging from three years to ten years with a weighted average useful life of approximately seven years. We write off fully amortized intangible assets when those assets are no longer used. Goodwill is not subject to amortization, but is subject to, at a minimum, an annual assessment for impairment.

Impairment of Goodwill, Intangible Assets, and Other Long-Lived Assets

We evaluate goodwill on an annual basis or more frequently if indicators of potential impairment exist. We utilize either a qualitative or quantitative approach to assess the likelihood of impairment as of the first day of the fourth quarter. When performing the qualitative assessment, we consider macroeconomic conditions, industry and market considerations, overall financial performance, and other relevant events and factors that may impact the reporting units. When performing the quantitative assessment, we compare the reporting unit’s carrying amount, including goodwill, to the reporting unit's fair value. When we perform a quantitative test, the estimation of the fair value of a reporting unit involves the use of certain estimates and assumptions including expected future operating performance using risk-adjusted discount rates. Actual future results may differ from those estimates. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized.

Identifiable intangible assets and long-lived assets with finite lives are amortized over their estimated useful lives on a straight-line basis. Changes in circumstances such as technological advances, changes to business models, or changes in the capital strategy could result in a revised useful life. If the useful life of an asset is revised, the net book value of the estimated residual value is amortized over its revised remaining useful life. Intangible assets and long-lived assets are evaluated for impairment according to their asset groups whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable based on their future cash flows. The estimated future cash flows are primarily based upon assumptions about expected future operating performance. Assets held for disposal are measured at fair value less selling costs, and assets that are no longer in use are written off entirely at their cease-use dates.

Stock-Based Compensation

Stock compensation expense is based on the measurement date fair value of the awards, net of expected forfeitures. Expense is generally recognized on a straight-line basis over the requisite service period of the stock awards. The estimate of the forfeiture rate is based on historical experience.

Warranty

We accrue for warranty costs as part of our cost of sales based on associated material product costs, technical support labor costs, and costs incurred by third parties performing work on our behalf. Our expected future cost is primarily estimated based upon historical trends in the volume of product returns within the warranty period and the cost to repair or replace the equipment. When products sold include warranty provisions, they are covered by a warranty for periods ranging from one year to two years.

Accrued warranty expenses of $13.8 million and $16.3 million are included in Other current liabilities in the Consolidated Balance Sheets at the end of fiscal 2020 and 2019, respectively.

Table of Contents

Guarantees, Including Indirect Guarantees of Indebtedness of Others

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

It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made under these agreements were not material, and no liabilities have been recorded for these obligations in the Consolidated Balance Sheets at the end of fiscal 2020 and 2019.

Advertising and Promotional Costs

We expense all advertising and promotional costs as incurred. Advertising and promotional expense was approximately $28.6 million, $42.7 million, and $42.7 million, in fiscal 2020, 2019, and 2018, respectively.

Research and Development Costs

Research and development costs are charged to expense as incurred. Costs of software developed for external sale subsequent to reaching technical feasibility were not significant and were expensed as incurred. We received third-party funding of approximately $16.3 million, $16.5 million, and $19.5 million in fiscal 2020, 2019, and 2018, respectively. We offset research and development expense with any unconditional third-party funding earned and retain the rights to any technology developed under such arrangements.

Computation of Earnings Per Share

The number of shares used in the calculation of basic earnings per share represents the weighted-average common shares outstanding during the period and excludes any potentially dilutive securities. The dilutive effects of outstanding stock options, restricted stock units (“RSUs”), and shares to be purchased under our Employee Stock Purchase Plan (“ESPP”) are included in diluted earnings per share unless they are anti-dilutive.

Income Taxes

Income taxes are accounted for under the liability method, whereby deferred tax assets or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not such assets will not be realized. Our valuation allowance is primarily attributable to foreign net operating losses and state research and development credit carryforwards.

Relative to uncertain tax positions, we only recognize a tax benefit if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and may not accurately forecast actual tax audit outcomes. Changes in recognition or measurement of our uncertain tax positions would result in the recognition of a tax benefit or an additional charge to the tax provision. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense.

We are subject to income taxes in the U.S. and numerous other countries and are subject to routine corporate income tax audits in many of these jurisdictions. We generally believe that positions taken on our tax returns are more likely than not to be sustained upon audit, but tax authorities in some circumstance have, and may in the future, successfully challenge these positions. Accordingly, our income tax provision includes amounts intended to satisfy assessments that may result from these challenges. The amounts ultimately paid on resolution of an audit could be materially different from the amounts previously included in our income tax provision and, therefore, could have a material impact on our income tax provision, net income, and cash flows.

Table of Contents

Recent Accounting Pronouncements

Fiscal 2020 Adoption

Financial Instruments - Credit Losses

In June 2016, the FASB issued a new standard that requires credit losses on financial assets measured at amortized cost basis to be presented based on the net amount expected to be collected. Application of this standard replaces the incurred loss impairment methodology with a methodology that reflects all expected credit losses. Additionally, credit losses on available-for-sale debt securities are recorded through an allowance for credit losses limited to the amount by which fair value is below amortized cost.

We adopted the new standard at the beginning of fiscal 2020 by applying a modified retrospective method without restating comparative periods. The adoption did not have a material impact on our Consolidated Financial Statements.

Intangibles - Goodwill and Other

In January 2017, the FASB issued new guidance that simplifies the accounting for goodwill impairment by requiring impairment charges to be based on the first step in the current two-step impairment test. The impairment test is performed by comparing the fair value of a reporting unit with its carrying amount, and an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value.

We adopted the new standard on a prospective basis at the beginning of fiscal 2020. The adoption did not have a material impact on our Consolidated Financial Statements.

Intangibles - Internal-Use Software

In August 2018, the FASB issued new guidance that clarifies the accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. This guidance aligns the accounting for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software.

We adopted the guidance on a prospective basis for all implementation costs incurred after the beginning of fiscal 2020. The adoption of the new guidance did not have a material impact on our Consolidated Financial Statements.

Future Adoption

Income Taxes - Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued amendments to the accounting for Income Taxes to reduce complexity by removing certain exceptions and implementing targeted simplifications. The new standard is effective for us beginning in fiscal 2021. Early adoption is permitted. We do not expect the adoption to have a material impact on our Consolidated Financial Statements.

Table of Contents

NOTE 2: EARNINGS PER SHARE

Basic earnings per share is computed by dividing Net income attributable to Trimble Inc. by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing Net income attributable to Trimble Inc. by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, RSUs, contingently issuable shares, and shares to be purchased under our ESPP.

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


Fiscal Years	2020		2019		2018
(In millions, except per share data)
Numerator:
Net income attributable to Trimble Inc.	$	389.9	$	514.3	$	282.8
Denominator:
Weighted average number of common shares used in basic earnings per share	250.5		250.8		250.0
Effect of dilutive securities	1.8		2.1		3.4
Weighted average number of common shares and dilutive potential common shares used in diluted earnings per share	252.3		252.9		253.4
Basic earnings per share	$	1.56	$	2.05	$	1.13
Diluted earnings per share	$	1.55	$	2.03	$	1.12

For fiscal 2020, 2019, and 2018, 0.5 million, 0.1 million, and 0.7 million, respectively, of shares were excluded from the calculation of diluted earnings per share because their effect would have been antidilutive.

NOTE 3: BUSINESS COMBINATIONS

During fiscal 2020, 2019, and 2018, we acquired multiple businesses, all with cash consideration. The Consolidated Statements of Income include the operating results of the businesses from the dates of acquisition.

During fiscal 2020, we acquired three businesses, with total purchase consideration of $205.1 million. The acquisitions were not significant individually or in the aggregate. The largest acquisition was Kuebix, a transportation management system provider. In the aggregate, the businesses acquired contributed less than 1% of our total revenue during fiscal 2020.

During fiscal 2019, we acquired four businesses, with total purchase consideration of $247.0 million. The acquisitions were not significant individually or in the aggregate. The largest acquisition was Cityworks, a company that provides enterprise asset management (EAM) software for utilities and local government. In the aggregate, the businesses acquired contributed less than 1% of our total revenue during fiscal 2019.

During fiscal 2018, we acquired six businesses, with total purchase consideration of $1.8 billion, including e-Builder and Viewpoint, having cash transactions valued at $485.5 million and $1,212.1 million, respectively. In the aggregate, the businesses acquired contributed approximately 5% of our total revenue during fiscal 2018.

We determined the total consideration paid for each of our acquisitions as well as the fair value of the assets acquired and liabilities assumed as of the date of each acquisition. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The fair value of intangible assets acquired is generally determined based on a discounted cash flow analysis. For the acquisitions in fiscal 2020, the preliminary fair values of net tangible assets and intangible assets acquired were based on preliminary valuations and estimates, and assumptions are subject to change within the measurement period (up to one year from the acquisition date).

Acquisition costs of $21.4 million, $20.5 million, and $38.9 million in fiscal 2020, 2019, and 2018, respectively, were expensed as incurred and are included in Cost of sales and General and administrative expenses in our Consolidated Statements of Income.

Table of Contents

The following table summarizes the business combinations completed during the periods indicated:


Fiscal Years	2020		2019		2018
(In millions)
Fair value of total purchase consideration	$	205.1	$	247.0	$	1,782.9
Less fair value of net assets acquired:
Net tangible assets acquired	(1.6)		6.7		5.0
Identified intangible assets	56.7		104.6		568.3
Deferred taxes	0.7		(3.4)		(89.2)

Goodwill	$	149.3	$	139.1	$	1,298.8

Intangible Assets

The following table presents details of total intangible assets. As of the end of fiscal 2020, $338.3 million of fully amortized intangible assets were written off. Amounts reported at the end of fiscal 2019 have been adjusted to conform to the current presentation.


		At the End of Fiscal 2020						At the End of Fiscal 2019
(In millions)	Weighted-Average Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed product technology	6	$	1,118.2	$	(811.1)	$	307.1	$	1,191.9	$	(848.6)	$	343.3
Trade names and trademarks	5	58.3		(51.9)		6.4		73.1		(58.1)		15.0
Customer relationships	8	681.1		(419.3)		261.8		750.8		(446.6)		304.2
Distribution rights and other intellectual properties	7	45.8		(41.0)		4.8		68.7		(52.5)		16.2
		$	1,903.4	$	(1,323.3)	$	580.1	$	2,084.5	$	(1,405.8)	$	678.7

The estimated future amortization expense of intangible assets at the end of fiscal 2020 is as follows (in millions):


2021	$	139.8
2022	119.9
2023	106.4
2024	82.9
2025	46.1
Thereafter	85.0
Total	$	580.1

Goodwill

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


(In millions)	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
At the end of fiscal 2019	$	1,973.0	$	401.5	$	445.4	$	860.7	$	3,680.6

Additions due to acquisitions	1.3		—		0.4		147.6		149.3
Purchase price and foreign currency translation adjustments	23.1		14.2		8.0		1.3		46.6


At the end of fiscal 2020	$	1,997.4	$	415.7	$	453.8	$	1,009.6	$	3,876.5

Table of Contents

NOTE 4: CERTAIN BALANCE SHEET COMPONENTS

The components of inventory, net were as follows:


At the End of Fiscal Year	2020		2019
(In millions)
Inventories:
Raw materials	$	95.6	$	95.8
Work-in-process	16.0		13.2
Finished goods	190.1		203.1
Total inventories	$	301.7	$	312.1

Finished goods includes $11.7 million and $5.6 million at the end of fiscal 2020 and 2019, respectively, for costs of sales that have been deferred in connection with deferred revenue arrangements.

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


At the End of Fiscal Year	2020		2019
(In millions)
Property and equipment, net:
Land, building, furniture, and leasehold improvements	$	253.3	$	211.0
Machinery and equipment	178.7		165.3
Software and licenses	148.9		143.0
Construction in progress	17.2		38.3
	598.1		557.6
Less: accumulated depreciation	(346.3)		(316.2)
Total property and equipment, net	251.8		241.4

The components of other non-current liabilities were as follows:


At the End of Fiscal Year	2020		2019
(In millions)
Other non-current liabilities:
Unrecognized tax benefits	$	55.4	$	66.4
Deferred compensation	42.0		36.2
Pension	21.9		20.2

Other	31.3		30.1
Total other non-current liabilities	$	150.6	$	152.9

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


At the End of Fiscal Year	2020		2019
(In millions)
Accumulated foreign currency translation adjustments	$	(96.0)	$	(173.1)

Net unrealized actuarial losses	(2.5)		(3.7)
Total accumulated other comprehensive loss	$	(98.5)	$	(176.8)

Table of Contents

NOTE 5: REPORTING SEGMENT AND GEOGRAPHIC INFORMATION

We determined our operating segments based on how our Chief Operating Decision Maker ("CODM") views and evaluates operations. Various factors, including market separation and customer-specific applications, go-to-market channels, and products and services, were considered in determining these operating segments. Our CODM regularly reviews our segment operating results to make decisions about resources to be allocated to each segment and assess performance. In each of our segments, we sell many individual products. For this reason, it is impracticable to segregate and identify revenue for each of the individual products or group of products we sell.

Our reportable segments are described below:

Buildings and Infrastructure: This segment primarily serves customers working in architecture, engineering, construction, and operations and maintenance.
Geospatial: This segment primarily serves customers working in surveying, engineering, and government.
Resources and Utilities: This segment primarily serves customers working in agriculture, forestry, and utilities.
Transportation: This segment primarily serves customers working in long haul trucking and freight shipper markets.

The following Reporting Segment tables reflect the results of our reportable operating segments under our management reporting system. These results are not necessarily in conformity with U.S. GAAP. This is consistent with the way the CODM evaluates each of the segment's performance and allocates resources.

Table of Contents


	Reporting Segments
	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
Fiscal 2020
Revenue	$	1,230.7	$	650.5	$	627.3	$	639.2	$	3,147.7
Acquired deferred revenue adjustment	0.3		—		2.7		1.3		4.3
Segment revenue	$	1,231.0	$	650.5	$	630.0	$	640.5	$	3,152.0

Operating income	$	343.0	$	184.4	$	218.4	$	49.0	$	794.8
Acquired deferred revenue adjustment	0.3		—		2.7		1.3		4.3
Amortization of acquired capitalized commissions	(5.2)		—		(0.1)		(0.2)		(5.5)
Segment operating income	$	338.1	$	184.4	$	221.0	$	50.1	$	793.6

Depreciation expense	$	8.1	$	6.2	$	5.6	$	4.1	$	24.0

Fiscal 2019
Revenue	$	1,254.2	$	649.4	$	568.4	$	792.3	$	3,264.3
Acquired deferred revenue adjustment	4.0		—		3.0		—		7.0
Segment revenue	$	1,258.2	$	649.4	$	571.4	$	792.3	$	3,271.3

Operating income	$	322.1	$	132.2	$	166.2	$	125.9	$	746.4
Acquired deferred revenue adjustment	4.0		—		3.0		—		7.0
Amortization of acquired capitalized commissions	(6.2)		—		(0.1)		—		(6.3)
Segment operating income	$	319.9	$	132.2	$	169.1	$	125.9	$	747.1

Depreciation expense	$	8.1	$	6.3	$	4.4	$	4.4	$	23.2

Fiscal 2018
Revenue	$	1,065.5	$	723.1	$	567.1	$	752.7	$	3,108.4
Acquired deferred revenue adjustment	22.2		—		1.0		0.4		23.6
Segment revenue	$	1,087.7	$	723.1	$	568.1	$	753.1	$	3,132.0

Operating income	$	239.0	$	166.4	$	167.4	$	142.9	$	715.7
Acquired deferred revenue adjustment	22.2		—		1.0		0.4		23.6
Amortization of acquired capitalized commissions	(4.5)		—		(0.2)		—		(4.7)
Segment operating income	$	256.7	$	166.4	$	168.2	$	143.3	$	734.6

Depreciation expense	$	6.4	$	6.0	$	4.2	$	4.5	$	21.1

Table of Contents


	Reporting Segments
	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
As of Fiscal Year End 2020
Accounts receivable, net	$	260.1	$	117.5	$	91.2	$	151.7	$	620.5
Inventories	59.1		120.1		49.0		73.5		301.7
Goodwill	1,997.4		415.7		453.8		1,009.6		3,876.5

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

As of Fiscal Year End 2018
Accounts receivable, net	$	177.5	$	118.7	$	83.8	$	132.6	$	512.6
Inventories	70.3		133.5		46.2		48.0		298.0
Goodwill	1,970.2		403.1		305.7		861.0		3,540.0

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


Fiscal Years	2020		2019		2018

(In millions)
Consolidated segment operating income	$	793.6	$	747.1	$	734.6
Unallocated corporate expense	(74.0)		(73.1)		(91.9)
Acquired deferred revenue adjustment	(4.3)		(7.0)		(23.6)
Amortization of acquired capitalized commissions	5.5		6.3		4.7
Amortization of purchased intangible assets	(157.8)		(167.8)		(179.6)
Amortization of acquisition-related inventory step-up	—		—		(0.2)
Acquisition / divestiture items	(21.4)		(20.5)		(38.9)
Stock-based compensation / deferred compensation	(90.4)		(81.2)		(75.7)
Restructuring charges / executive transition costs	(28.2)		(27.9)		(8.7)
COVID-19 expenses	(3.2)		—		—
Consolidated operating income	419.8		375.9		320.7
Total non-operating expense, net	(24.8)		(31.1)		(42.7)
Consolidated income before taxes	$	395.0	$	344.8	$	278.0

(1) Unallocated corporate expense includes general corporate expense.

Table of Contents

On a total Company basis, the disaggregation of revenue by geography is summarized in the tables below. Revenue is defined as revenue from external customers attributed to countries based on the location of the customer and excludes the effects of certain acquired deferred revenue that was written down to fair value in purchase accounting, consistent with the Reporting Segment tables above.


	Reporting Segments
	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
Fiscal 2020
North America	$	703.4	$	249.9	$	191.4	$	502.5	$	1,647.2
Europe	337.1		222.3		284.3		78.4		922.1
Asia Pacific	165.7		138.2		64.5		34.9		403.3
Rest of World	24.8		40.1		89.8		24.7		179.4
Total segment revenue	$	1,231.0	$	650.5	$	630.0	$	640.5	$	3,152.0

Fiscal 2019
North America	$	722.7	$	263.0	$	173.3	$	636.3	$	1,795.3
Europe	338.7		217.5		273.6		90.4		920.2
Asia Pacific	165.3		122.7		47.4		39.7		375.1
Rest of World	31.5		46.2		77.1		25.9		180.7
Total segment revenue	$	1,258.2	$	649.4	$	571.4	$	792.3	$	3,271.3

Fiscal 2018
North America	$	595.0	$	290.6	$	175.0	$	609.4	$	1,670.0
Europe	312.1		211.2		260.0		90.2		873.5
Asia Pacific	152.7		171.7		46.4		47.5		418.3
Rest of World	27.9		49.6		86.7		6.0		170.2
Total segment revenue	$	1,087.7	$	723.1	$	568.1	$	753.1	$	3,132.0

Total revenue in the United States as included in the Consolidated Statements of Income was $1,502.3 million, $1,641.0 million, and $1,518.1 million in fiscal 2020, 2019, and 2018, respectively. No single customer or country other than the United States accounted for 10% or more of our total revenue in fiscal 2020, 2019 and 2018. No single customer accounted for 10% or more of our accounts receivable at the end of fiscal 2020 and 2019.

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


At the End of Fiscal Year	2020		2019
(In millions)
Property and equipment, net:
United States	$	200.3	$	192.7
Europe	41.0		38.6
Asia Pacific and Rest of World	10.5		10.1
Total property and equipment, net	$	251.8	$	241.4

Table of Contents

NOTE 6: DEBT

Debt consisted of the following:


At the End of Fiscal Year		Effective interest rate
(In millions, except percentages)	Date of Issuance	for fiscal 2020	2020		2019
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	—	—		225.0
Revolving Credit Facility, due May 2023	May 2018	—	—		110.0
Uncommitted facilities, floating rate		1.16%	255.8		218.7
Promissory notes and other debt			0.1		0.3
Unamortized discount and issuance costs			(8.7)		(10.8)
Total debt			1,547.2		1,843.2
Less: Short-term debt			255.8		219.0
Long-term debt			$	1,291.4	$	1,624.2

Each of our debt agreements requires us to maintain compliance with certain debt covenants, all of which we complied with at the end of fiscal 2020.

Debt Maturities:

At the end of fiscal 2020, our debt maturities based on outstanding principal were as follows (in millions):


Year Payable
2021	$	255.8
2022	—
2023	300.1
2024	400.0
2025	—
Thereafter	600.0
Total	$	1,555.9

Senior Notes:

All series of senior notes in the above table bear interest that is payable semi-annually in June and December of each year. For the 2023 and 2028 senior notes, the interest rate is subject to adjustment from time to time if Moody’s or S&P (or, if applicable, a substitute rating agency) downgrades (or subsequently upgrades) its rating assigned to the notes.

Senior Notes are unsecured and rank equally in right of payment with all of our other senior unsecured indebtedness. We may redeem the notes of each series of senior notes at our option in whole or in part at any time. Such indenture also contains covenants limiting our ability to create certain liens, enter into sale and lease-back transactions, and consolidate or merge with or into, or convey, transfer, or lease all or substantially all of our properties and assets, each subject to certain exceptions.

Table of Contents

2018 Credit Facility:

At the end of fiscal 2020, we had access to a $1.25 billion unsecured revolving credit facility maturing in May 2023, which may be used for working capital and general corporate purposes, including permitted acquisitions. As part of the credit facility, we may request an additional term loan facility up to $500.0 million prior to the maturity of the credit facility and subject to approval. There were no amounts outstanding under the revolving credit facility at the end of fiscal 2020.

Uncommitted Facilities:

On February 24, 2020, we entered into a line of credit to borrow an amount up to £55.0 million. At the end of fiscal 2020, we had one £55.0 million, two $75.0 million, and one €100.0 million revolving credit facilities, which are uncommitted (the "Uncommitted Facilities"). Generally, these uncommitted facilities may be redeemed upon demand. Borrowings under uncommitted facilities are classified as short-term debt in our Consolidated Balance Sheet.

Promissory Notes and Other Debt

At the end of fiscal 2020 and 2019, we had promissory notes and other notes payable totaling approximately $0.1 million and $0.3 million, classified as long-term debt and short-term debt in our Consolidated Balance Sheet, respectively.

NOTE 7: LEASES

We have operating leases primarily for certain of our major facilities, including corporate offices, research and development facilities, and manufacturing facilities. Lease terms range from 1 to 10 years, and certain leases include options to extend the lease for up to 6 years. We consider options to extend the lease in determining the lease term.

Operating lease expense consisted of:


At the End of Fiscal Year	2020		2019
(In millions)
Operating lease expense	$	38.1	$	38.3
Short-term lease expense and other	15.7		18.4
Total lease expense	$	53.8	$	56.7

Supplemental cash flow information related to leases was as follows:


At the End of Fiscal Year	2020		2019
(In millions)
Cash paid for liabilities included in the measurement of lease liabilities:
Operating cash flows from operating leases (1)	$	37.0	$	37.9

Right-of-use assets obtained in exchange for Operating lease liabilities:	$	29.4	$	53.2

(1)Excludes cash payments for short-term leases, which are not capitalized.

Supplemental balance sheet information related to leases was as follows:



At the End of Fiscal Year	2020			2019
(In millions)
Operating lease right-of-use assets	$	128.9		$	140.3

Other current liabilities	$	33.8		$	28.9
Operating lease liabilities	109.2			114.1
Total operating lease liabilities	$	143.0		$	143.0

Weighted-average discount rate	3.86		%	4.23		%
Weighted-average remaining lease term	6 years			6 years

Table of Contents

At the end of fiscal 2020, the maturities of lease liabilities were as follows (in millions):


Year Payable
2021	$	37.6
2022	31.9
2023	24.3
2024	18.7
Thereafter	46.4
Total lease payments	$	158.9
Less: imputed interest	15.9
Total	$	143.0

We signed operating leases for real estate of approximately $40.0 million that have not yet commenced at the end of fiscal 2020, and as such, have not been recognized on our Consolidated Balance Sheets. These operating leases are expected to commence in 2021 with lease terms ranging from 1 to 13 years.

NOTE 8: COMMITMENTS AND CONTINGENCIES

At the end of fiscal 2020, we had unconditional purchase obligations of approximately $241.1 million. These unconditional purchase obligations primarily represent open non-cancelable purchase orders for material purchases with our vendors.

Litigation

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

NOTE 9: FAIR VALUE MEASUREMENTS

We determine fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Hierarchical levels are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, and are as follows:

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

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

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

Table of Contents

Fair Value on a Recurring Basis

The fair value of assets and liabilities measured and recorded at fair value on a recurring basis at the end of the period indicated were as follows:


At the End of Fiscal Year	2020								2019
(In millions)	Level I		Level II		Level III		Total		Level I		Level II		Level III		Total
Assets





Deferred compensation plan assets (1)	$	41.9	$	—	$	—	$	41.9	$	36.2	$	—	$	—	$	36.2
Derivative assets (2)	—		0.9		—		0.9		—		0.3		—		0.3
Total assets measured at fair value	$	41.9	$	0.9	$	—	$	42.8	$	36.2	$	0.3	$	—	$	36.5
Liabilities
Deferred compensation plan liabilities (1)	$	41.9	$	—	$	—	$	41.9	$	36.2	$	—	$	—	$	36.2
Derivative liabilities (2)	—		0.5		—		0.5		—		1.0		—		1.0
Contingent consideration liabilities (3)	—		—		12.3		12.3		—		—		19.9		19.9
Total liabilities measured at fair value	$	41.9	$	0.5	$	12.3	$	54.7	$	36.2	$	1.0	$	19.9	$	57.1

(1)We have 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 on our Consolidated Balance Sheets, respectively.

(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 our Consolidated Balance Sheets, respectively.

(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. At the end of fiscal 2020, we have $12.3 million included in Other current liabilities on our Consolidated Balance Sheet. The undiscounted maximum payment under the arrangements is $18.3 million at the end of fiscal 2020.

Additional Fair Value Information

The total estimated fair value of all outstanding financial instruments that are not recorded at fair value on a recurring basis (debt) was approximately $1.8 billion and $1.9 billion at the end of fiscal 2020 and 2019, respectively, consistent with the carrying values.

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

NOTE 10: DEFERRED COSTS TO OBTAIN CUSTOMER CONTRACTS

Deferred cost to obtain customer contracts of $51.3 million and $45.4 million is included in Other non-current assets in the Consolidated Balance Sheets at the end of fiscal 2020 and 2019, respectively.

Amortization expense related to deferred costs to obtain customer contracts was $22.8 million, $22.3 million, and $23.6 million, for fiscal 2020, 2019 and 2018, respectively. This expense was included in Sales and marketing expense in our Consolidated Statements of Income. There were no impairment losses related to the deferred costs for the periods presented.

Table of Contents

NOTE 11: DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS

Deferred Revenue

Changes in our deferred revenue during fiscal 2020 and 2019 were as follows:



Fiscal Years	2020		2019
(In millions)
Beginning balance of the period	$	541.9	$	387.2
Revenue recognized	(476.9)		(341.3)

Net deferred revenue activity	548.8		496.0
Ending balance of the period	$	613.8	$	541.9

Remaining Performance Obligations

As of the end of fiscal 2020, approximately $1.3 billion of revenue is expected to be recognized from remaining performance obligations for which goods or services have not been delivered, primarily subscription, software, maintenance and support, and to a lesser extent, hardware and professional services. We expect to recognize $1.0 billion or 73% of our remaining performance obligations as revenue during the next 12 months. We expect to recognize the remaining $0.3 billion or 27% of our remaining performance obligations as revenue thereafter.

Table of Contents

NOTE 12: INCOME TAXES

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


Fiscal Years	2020		2019		2018
(In millions)
Income before taxes:
United States	$	24.7	$	43.0	$	25.4
Foreign	370.3		301.8		252.6
Total	$	395.0	344.8		278.0


Provision (benefit) for taxes:
U.S. Federal:
Current	$	(5.8)		$	(3.8)		$	(19.7)
Deferred	(16.3)			252.3			(25.8)
	(22.1)			248.5			(45.5)
U.S. State:
Current	0.8			5.1			5.0
Deferred	7.1			(0.7)			(3.6)
	7.9			4.4			1.4
Foreign:
Current	62.2			49.2			57.0
Deferred	(43.6)			(471.8)			(18.2)
	18.6			(422.6)			38.8
Income tax provision (benefit)	$	4.4		$	(169.7)		$	(5.3)
Effective tax rate	1.1		%	(49.2)		%	(1.9)		%

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


Fiscal Years	2020		2019		2018

Statutory federal income tax rate	21.0	%	21.0	%	21.0	%
Increase (reduction) in tax rate resulting from:
Foreign income taxed at different rates	1.7	%	(7.3)	%	(6.7)	%
Change in valuation allowance	2.0	%	—	%	—	%
U.S. State income taxes	0.5	%	1.5	%	1.0	%
Stock-based compensation	1.5	%	1.2	%	1.1	%
Excess tax benefit related to stock-based compensation	(1.5)	%	(2.4)	%	(3.2)	%
Effect of U.S. tax law change	—	%	—	%	(7.6)	%
Other U.S. taxes on foreign operations	(1.0)	%	1.3	%	1.6	%
U.S. Federal research and development credits	(2.3)	%	(2.8)	%	(3.7)	%
Tax reserve releases	(4.8)	%	(4.9)	%	(8.7)	%
Intellectual property restructuring and tax law changes	(16.2)	%	(59.8)	%	—	%
Other	0.2	%	3.0	%	3.3	%
Effective tax rate	1.1	%	(49.2)	%	(1.9)	%

Table of Contents

The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"), enacted on March 27, 2020, provides tax relief to individuals and businesses in light of the impacts of COVID-19. It did not result in material adjustments to our income tax provision or to our net deferred tax assets as of the end of the fourth quarter of fiscal 2020.

In December 2020, due to a change in the Netherlands tax law, the statutory tax rate was increased from 21.7% to 25.0%, effective January 1, 2021. As a result, we recorded a one-time tax benefit of $64.0 million due to the revaluation of the Netherlands deferred tax assets.

In December 2019, to align with our international business operations, we completed a non-U.S. intercompany transfer of our intellectual property to a subsidiary in the Netherlands. The transaction resulted in deferred tax assets in the Netherlands and GILTI deferred tax liabilities in the U.S., recorded at the applicable statutory tax rates, resulting in a one-time income tax benefit of approximately $206.3 million in the fourth quarter of fiscal 2019.

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of deferred tax assets and liabilities were as follows:


At the End of Fiscal Year	2020		2019
(In millions)
Deferred tax liabilities:
Global intangible low-taxed income	$	219.7	$	233.7
Purchased intangibles	138.1		158.7

Operating lease right-of-use assets	32.3		35.3
Other	11.3		12.8
Total deferred tax liabilities	401.4		440.5

Deferred tax assets:
Depreciation and amortization	497.1		471.5
Operating lease liabilities	35.0		36.0
U.S. tax credit carryforwards	32.8		34.2
Expenses not currently deductible	32.3		28.0
Foreign net operating loss carryforwards	16.8		16.2
Stock-based compensation	10.6		13.3
U.S. net operating loss carryforwards	7.4		9.8
Other	20.6		14.1
Total deferred tax assets	652.6		623.1
Valuation allowance	(41.3)		(25.3)
Total deferred tax assets	611.3		597.8
Total net deferred tax assets	$	209.9	$	157.3

Reported as:
Non-current deferred income tax assets	$	510.2	$	475.5
Non-current deferred income tax liabilities	(300.3)		(318.2)
Net deferred tax assets	$	209.9	$	157.3

At the end of fiscal 2020, we have U.S. federal and foreign net operating loss carryforwards, or NOLs, of approximately $16.7 million and $83.4 million, respectively. The U.S. federal NOLs will begin to expire in 2026. There is generally no expiration for the foreign NOLs. Utilization of our U.S. federal and state NOLs is subject to annual limitations in accordance with the applicable tax code. We have determined that it is more likely than not that we will not realize a portion of the foreign NOLs and, accordingly, a valuation allowance has been established for such amount.

We have U.S. federal and California research and development credit carryforwards of approximately $11.8 million and $33.1 million, respectively. The U.S. federal tax credit carryforwards will expire beginning 2040. The California research tax credits

Table of Contents

have an indefinite carryforward period. We believe that it is more likely than not that we will not realize a significant portion of the California research and development credit carryforwards and, accordingly, a valuation allowance has been established for such amount.

As a result of the Tax Act, we can repatriate foreign earnings back to the U.S. when needed with minimal U.S. income tax consequences, other than the transition tax and GILTI tax. We reinvested a large portion of our undistributed foreign earnings in acquisitions and other investments and intend to bring back a portion of foreign cash that was subject to the transition tax and GILTI. During fiscal 2020, we repatriated $272.7 million of our foreign earnings to the U.S.

The total amount of the unrecognized tax benefits at the end of fiscal 2020 was $64.1 million. A reconciliation of gross unrecognized tax benefit was as follows:


Fiscal Years	2020		2019		2018
(In millions)
Beginning balance	$	71.6	$	69.1	$	82.4
Increase related to current year tax positions	8.0		12.6		10.0
(Decrease) increase related to prior years' tax positions	(0.4)		3.8		4.5
Settlement with taxing authorities	(0.5)		(5.7)		(8.9)
Lapse of statute of limitations	(14.6)		(8.2)		(18.9)
Ending balance	$	64.1	$	71.6	$	69.1

Total unrecognized tax benefits that, if recognized, would affect our effective tax rate were $47.8 million and $59.5 million at the end of fiscal 2020 and 2019, respectively.

We and our subsidiaries are subject to U.S. federal, state, and foreign income taxes. Our tax years are substantially closed for all U.S. federal and state income taxes for audit purposes through 2014. Non-U.S. income tax matters have been concluded for years through 2007. We are currently in various stages of multiple year examinations state, and foreign (multiple jurisdictions) taxing authorities. While we generally believe it is more likely than not that our tax positions will be sustained, it is reasonably possible that future obligations related to these matters could arise. We believe that our reserves are adequate to cover any potential assessments that may result from the examinations and negotiations.

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

Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. Our liability for unrecognized tax benefits including interest and penalties was recorded in Other non-current liabilities on our Consolidated Balance Sheets. At the end of fiscal 2020 and 2019, we accrued $9.6 million and $11.5 million, respectively, for interest and penalties.

NOTE 13: EMPLOYEE STOCK BENEFIT PLANS

Amended and Restated 2002 Stock Plan

On November 20, 2020, our stockholders approved an amendment to the 2002 Stock Plan to increase the number of shares of common stock available for issuance by 18.0 million shares. As such, our Amended and Restated 2002 Stock Plan provides for the granting of incentive and non-statutory stock options and RSUs for up to 92.6 million shares. At the end of fiscal 2020, the remaining number of shares available for grant under the 2002 stock plan was 21.1 million.

Stock-Based Compensation Expense

The following table summarizes the components of stock-based compensation expense recognized in our Consolidated Statements of Income for the periods indicated:


Fiscal Years	2020		2019		2018
(In millions)
Restricted stock units	$	73.2	$	67.3	$	68.9
Stock options	1.5		0.6		1.5
ESPP	8.3		7.1		6.5
Total stock-based compensation expense	$	83.0	$	75.0	$	76.9

Table of Contents

Stock-based compensation expense was allocated as follows:


Fiscal Years	2020		2019		2018
(In millions)
Cost of sales	$	6.7	$	5.6	$	4.5
Research and development	22.1		16.7		15.0
Sales and marketing	16.2		13.0		10.0
General and administrative	38.0		39.7		47.4
Total stock-based compensation expense	$	83.0	$	75.0	$	76.9

At the end of fiscal 2020, total unamortized stock-based compensation expense was $164.5 million, with a weighted-average recognition period of 2.4 years.

Restricted Stock Units

We grant RSUs containing only service conditions and RSUs containing a combination of service, performance, and/or market conditions (“PSUs”). RSUs containing only service conditions typically vest ratably over a three to four year service period. PSUs are granted to executive officers and other senior employees and vest after a two to three year service period.

The fair value at the grant date is determined by (1) the closing price of our common stock for awards containing only service or both service and performance conditions, or (2) the Monte Carlo valuation model for awards containing both service and market conditions.

For PSUs granted prior to and during fiscal 2020, the number of shares received at vesting will range from 0% to 200% of the target grant amount based on either (1) market conditions, (2) performance conditions, or (3) both. Market conditions consider our relative total stockholder return (“TSR”) of our common stock as compared to the TSR of the constituents of either the S&P 500 or S&P 400 over the vesting period. Performance conditions consider the achievement of our financial results over the vesting period.


	2020 Restricted Stock Units Outstanding
	Number of Units (1)	Weighted Average Grant-Date Fair Value per Share
(In millions, except for per share data)
Outstanding at the beginning of year	5.7	$	39.62
Granted (2)	1.9	42.50
Shares vested, net (2)	(1.8)	38.94
Canceled and forfeited	(0.4)	41.55
Outstanding at the end of year	5.4	$	44.25

(1) Includes 0.2 million PSUs granted, 0.5 million PSUs vested, and 1.3 million PSUs outstanding at the end of the year.

(2) Excludes approximately 0.2 million PSUs related to achievement above target levels at the vesting date.

The weighted-average grant date fair value of all RSUs granted during fiscal 2020, 2019, and 2018 was $42.50, $41.38, and $37.43 per share, respectively. The fair value of all RSUs vested during fiscal 2020, 2019, and 2018 was $78.0 million, $75.7 million, and $73.9 million, respectively.

Table of Contents

Stock options

Employee stock options generally vest after three years, or after five years for certain executive awards, with expiration seven to ten years from the date of grant. The fair value at the grant date is determined by (1) the Black-Scholes valuation model for options with only service conditions, or (2) the Monte Carlo valuation model for certain executive options containing both service and market conditions. The following table summarizes information about stock options outstanding at the end of fiscal 2020:


	Number Of Shares (in millions)	Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding at the beginning of year	1.1	$	29.96
Options granted	0.2	41.58
Options exercised	(0.7)	29.01
Cancelled and forfeited	—	28.08
Outstanding at the end of year	0.6	35.42		5.1	$	18.6
Options exercisable	0.2	$	27.88	1.2	$	9.0

The total intrinsic value of options exercised during fiscal 2020, 2019, and 2018 was $11.5 million, $16.4 million, and $30.0 million, respectively.

The weighted-average grant date fair value per share of stock options granted during fiscal 2020, 2019 and 2018 was $14.30, $12.92, and $10.62, respectively. The fair value of all stock options vested during fiscal 2020, 2019, and 2018 was $0.2 million, $0.2 million, and $1.9 million, respectively.

Employee Stock Purchase Plan

We have an ESPP under which the stockholders have approved an aggregate of 39.0 million shares of common stock for issuance to eligible employees. The fair value at the grant date is based on the Black-Scholes valuation model. The plan permits eligible employees to purchase common stock through payroll deductions at 85% of the lower of the fair market value of the common stock at the beginning or at the end of each offering period, which is six months. Rights to purchase shares are granted during the first and third quarter of each fiscal year. The ESPP terminates on March 15, 2027. In fiscal 2020, 2019, and 2018, 0.8 million shares were issued, in each fiscal year respectively, representing $26.9 million, $25.7 million, and $24.0 million in cash received for the issuance of stock under the ESPP. At the end of fiscal 2020, the number of shares reserved for future purchases was 6.6 million.

NOTE 14: COMMON STOCK REPURCHASE

In November 2017, our Board of Directors approved a stock repurchase program (“2017 Stock Repurchase Program”), authorizing us to repurchase up to $600.0 million of our common stock. The 2017 Stock Repurchase Program does not have an expiration date.

Under the stock repurchase program, we may repurchase shares from time-to-time in open market transactions, privately negotiated transactions, accelerated share buyback programs, tender offers, or by other means. The timing and amount of repurchase transactions will be determined by our management based on our evaluation of market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time without prior notice. At the end of fiscal 2020, the 2017 Stock Repurchase Program had remaining authorized funds of $90.7 million.

During fiscal 2020, 2019, and 2018, we repurchased approximately 1.9 million, 4.7 million, and 2.4 million shares of common stock in open market purchases, at an average price of $43.40, $38.51, and $37.23 per share, for a total of $81.6 million, $179.8 million, and $90.0 million, respectively, under the 2017 Stock Repurchase Program.

Stock repurchases are reflected as a decrease to common stock based on par value and additional-paid-in-capital, based on the average book value per share for all outstanding shares calculated at the time of each individual repurchase transaction. The excess of the purchase price over this average for each repurchase was charged to retained earnings. As a result of the 2020 repurchases, retained earnings was reduced by $68.6 million in fiscal 2020. Common stock repurchases under the program were recorded based upon the trade date for accounting purposes.

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Trimble Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Trimble Inc. (the Company) as of January 1, 2021 and January 3, 2020, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended January 1, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 1, 2021 and January 3, 2020, and the results of its operations and its cash flows for each of the three years in the period ended January 1, 2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 1, 2021, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Table of Contents


			Revenue Recognition - Identification of Performance Obligations
Description of the Matter			As described in Note 1 to the consolidated financial statements, the Company enters into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. In some contracts, products and professional services may be combined into a single performance obligation when products or subscriptions are sold with significant customization, modification, or integration services. Determining whether products or services are considered distinct performance obligations that should be recognized separately or combined into a single performance obligation may sometimes require significant judgment. Auditing the Company's determination of distinct performance obligations was complex due to the effort involved in assessing whether the various product and service offerings promised within each contract are separate performance obligations or should be combined into a single performance obligation.
How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company's internal controls over the evaluation of the relevant terms of its contracts, and the appropriate identification of distinct performance obligations. This included testing relevant controls over the information systems that are important to the initiation, recording, and billing of revenue transactions. Our audit procedures included evaluating management’s revenue recognition policy which included the application of management’s judgment in the identification of performance obligations. Among other procedures to evaluate management’s identification and determination of the distinct performance obligations, we read executed contracts for a sample of sales transactions to understand the terms in the customer agreement and evaluated the appropriateness of management’s application of the Company’s accounting policy. We evaluated the accuracy of the Company’s contract summary documentation, specifically related to the identification and determination of distinct performance obligations, and the related revenue recognition. Finally, we assessed the appropriateness of the related disclosures in the consolidated financial statements.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1986.

San Jose, California

February 26, 2021

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Trimble Inc.

Opinion on Internal Control over Financial Reporting

We have audited Trimble Inc.’s internal control over financial reporting as of January 1, 2021, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Trimble Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 1, 2021, based on the COSO criteria.

As indicated in the accompanying Management's Report on Internal Control over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of all current year acquisitions, which are included in the 2020 consolidated financial statements of the Company and constituted less than 1% of tangible assets and net assets as of January 1, 2021, and less than 1% of revenues and net income for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of all current year acquisitions.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 1, 2021 and January 3, 2020, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended January 1, 2021, and the related notes and our report dated February 26, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Table of Contents

/s/ Ernst & Young LLP

San Jose, California

February 26, 2021

Table of Contents

Previous: Item 7A. Quantitative and Qualitative Disclosure about Market Risk · Next: Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure