Trimble (TRMB) 10-K risk factor changes: FY2021 vs FY2020
The 2021-12-31 10-K against the 2021-01-01 one, compared heading by heading and sentence by sentence.
Item 1A74 rewritten59 added49 removed283 unchanged
All filing items943 rewritten439 added648 removed1,238 unchanged
Sentence counts leave out repeated page headers and footers. 77 of those lines differ and are listed apart under each item.
Summary
counted, not written
- Item 1A lists 29 risk factor headings: 4 new, 3 reworded and 22 unchanged since FY2020. 3 headings from FY2020 no longer appear.
- Sentence by sentence, 439 added, 648 removed, 943 rewritten and 1,238 unchanged across 17 items that differ.
- Not counted above: 77 repeated page header or footer lines also differ. They are listed apart under each item.
- New this year: Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
New Item 1A headings (4)
- We have experienced disruption in our supply chain as a result of the effects of COVID-19 and related events, and are subject to ongoing supply chain risks, which adversely affect our revenue and results of operations
- If we are unable to attract and retain qualified personnel, our business, operating results, financial condition, and cash flows could be harmed
- Damage to our reputation could significantly harm our businesses, competitive position, and prospects for growth
- Climate change may have an impact on our business
Removed Item 1A headings (3)
- Global or regional conditions may harm our financial results.
- Engaging in international business inherently involves a number of other difficulties and risks.
- We are dependent on limited source manufacturers and suppliers for certain of our products and critical components; a disruption in our supply chain could adversely affect our revenue and results of operations
Reworded Item 1A headings (3)
- Our financial condition and results of operations have been and may continue to be
[removed: adversely affected][added: impacted] by the COVID-19 pandemic - If we are unable to effectively [added: integrate, streamline and] manage our increasingly diverse and complex businesses and operations, our ability to generate growth and revenue from new or existing customers may be adversely affected
- Investing in and integrating new acquisitions [added: or divesting businesses] could be costly, place a significant strain on our management systems and resources, or
[removed: may]fail to deliver[removed: the]expected[removed: return on investment,][added: outcomes,] which could adversely impact our results of operations
A heading is new when no FY2020 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2021; struck-through words were in FY2020. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
74 rewritten, 59 added, 49 removed, 283 unchanged
Read the full itemFY2021 item · filed February 23, 2022FY2020 item · filed February 26, 2021
[removed: RISKS] [added: RISKS] AND [removed: UNCERTAINTIES][added: UNCERTAINTIES]
You should carefully consider the following risk factors, in addition to the other information contained in this [added: Annual Report on] Form 10-K and in any other documents to which we refer you in this [added: Annual Report on] Form 10-K, before purchasing our securities.
Our financial condition and results of operations have been and may continue to be [removed: adversely affected] [added: impacted] by the COVID-19 pandemic
The global spread of COVID-19 [removed: has created] [added: continues to create] volatility, uncertainty, and economic disruption.
The pandemic [removed: has] caused [removed: and may continue to cause] a slowdown in worldwide economic [removed: activity, decreased demand for products and services,] [added: activity] and [added: is currently causing] disruptions to global supply [removed: chains and financial markets.][added: chains.]
- [added: continued] disruption of the supply chain for our products;
[removed: *Global or regional conditions may harm our financial results.*] We have operations in many countries, and a significant portion of our revenue is derived from countries outside of the United States.
- uncertainty regarding social, political, immigration, and trade policies in the U.S. and [removed: abroad, including the impact of the United Kingdom’s recent withdrawal from the European Union (“Brexit”).][added: abroad.]
There is [added: an] inherent risk that political, diplomatic, or military events could result in trade disruptions, including tariffs, trade embargoes, export restrictions, and other trade barriers.
Given the [removed: change in U.S. presidential administration and the current political] [added: geopolitical] climate, there is uncertainty about the trade policies, treaties, government regulations, and tariffs that could apply to trade.
[removed: In addition, if] [added: If] there [removed: is continuing] [added: were to be a] deterioration in the global economy, the economies of the countries or regions where our customers are located or do business, or the industries that we or our customers serve, the demand for our products and services would likely decrease.
- differing local customer product preferences and requirements than our U.S. markets; [removed: and]
- difficulties protecting or procuring intellectual property [removed: rights.][added: rights; and]
If we are unable to effectively [added: integrate, streamline and] manage our increasingly diverse and complex businesses and operations, our ability to generate growth and revenue from new or existing customers may be adversely affected
- deploying our solutions using [removed: third-party] [added: third party] information systems, which may require changes to our applications, documentation, and operational processes;
[removed: The] [added: Our] subscription models provide our customers the right to access certain of our software in a hosted environment or use downloaded software for a specified subscription period.
An increasing portion of our revenue is generated through software maintenance and subscription revenue, which includes [removed: SaaS] [added: Software as a Service (“SaaS”)] and new subscription services for integrated solutions.
Changes to our licensing programs and subscription programs, including the introduction of new subscription services for integrated solutions that include hardware, the timing of the release of enhancements, upgrades, maintenance releases, the term of the contract, discounts, [removed: promotions,] and [removed: other factors] [added: promotions,] could impact the timing of the recognition of revenue for our products, and [removed: could] adversely affect our [added: cash flow,] operating [removed: results] [added: results,] and financial condition.
We believe that in certain business opportunities, our success will depend on our ability to form and maintain alliances with industry participants, such as Caterpillar, Nikon, Hilti, and CNH [removed: Global.][added: Industrial.]
Our relationships with substantial industry participants such as Caterpillar and CNH [removed: Global] [added: Industrial] are complex and multifaceted and are likely to evolve over time based upon the changing business needs and objectives of the parties.
In addition, we utilize dealer networks, including those affiliated with some of our strategic allies such as Caterpillar and CNH [removed: Global] [added: Industrial] to market, sell, and service many of our products.
[removed: In order to] [added: To] develop and expand our distribution channels, we must continue to expand and improve our processes and procedures that support our distribution channels, including our investment in systems [added: and training, and those processes and procedures may become increasingly complex and difficult to manage.]
The time and expense required for sales and marketing organizations of our channel partners to become familiar with our product offerings, including our new product developments, and newer types of offering, such as subscription programs for integrated solutions that include hardware, software maintenance, and other recurring services, may make it more difficult to introduce those products to [removed: end-users] [added: end users] and delay end-user adoption, which could result in lower revenue.
[removed: Moreover,] [added: Lastly,] dealers who carry products that compete with our products may focus their inventory purchases and sales efforts on goods provided by competitors due to industry demand or profitability.
Investing in and integrating new acquisitions [added: or divesting businesses] could be costly, place a significant strain on our management systems and resources, or [removed: may] fail to deliver [removed: the] expected [removed: return on investment,] [added: outcomes,] which could adversely impact our results of operations
The testing of goodwill and intangibles for impairment under [removed: established] [added: generally accepted] accounting [removed: guidelines] [added: principles (“GAAP”)] requires [added: us to make] significant [removed: use of judgment] [added: judgments] and assumptions.
Changes in business conditions or in the prospects or results of operations of the acquired business could require [removed: negative] adjustments to the valuation of these assets resulting in [removed: write-offs] [added: impairments] that would adversely affect our results.
In our software and subscription services businesses, we face competition from a group of large, well-established companies, particularly in the areas of design, enterprise resource planning [removed: (ERP),] [added: (“ERP”), and] collaboration and project management solutions.
[added: Our integrated hardware and software products may be subject to increasing competition from mass] market devices such as smartphones and tablets used in conjunction with relatively inexpensive applications, which have not been heavily used for commercial applications in the past.
These [added: competitive] developments may require us to rapidly adapt to technological and customer preference changes that we have not previously been exposed to, including those related to cloud computing, mobile devices, and new computing platforms.
Such competition has in the past resulted, and in the future may result, in price reductions, reduced [removed: margins] [added: margins,] or loss of market share, any of which could decrease our revenue and growth rates or impair our operating results and financial condition.
Errors, viruses, or bugs may be present in software or hardware that we acquire or license from third parties and incorporate into our products or in [removed: third party] [added: third-party] software or hardware that our customers use in conjunction with our products.
Changes to [removed: third party] [added: third-party] software or hardware that our customers use in conjunction with our software could also render our applications inoperable.
Undiscovered vulnerabilities in our products alone or in combination with [removed: third party] [added: third-party] hardware or software could expose them to hackers or other unscrupulous third parties who develop and deploy [removed: viruses,] [added: viruses] and other malicious software programs that could attack our products.
Computer hackers, foreign governments, [added: cybercriminals,] or cyber terrorists may attempt to or succeed in penetrating our network security and our website.
The [removed: recent] discovery of wide-scale cybersecurity intrusions into U.S. government and private company computer networks by alleged Russian state actors [removed: underscores] [added: and] the [added: mobilization of large-scale cybercrime actors using ransomware and other techniques underscore the] ongoing threat posed by sophisticated [added: private] and foreign state-sponsored attacks.
Because the techniques used by computer hackers who may attempt to penetrate and sabotage our network security or our website change frequently, they may take advantage of weaknesses in [removed: third-party] [added: third party] technology or standards of which we are unaware or that we do not control and may not be recognized until long after they have been launched against a target.
The introduction of [removed: third-party] [added: third party] solutions embodying new, disruptive technologies and the emergence of new industry standards could make our existing and future software solutions and other products obsolete or non-competitive.
Some of our products rely on [removed: third party] [added: third-party] technologies including [removed: open source] [added: open-source] software, which could result in product incompatibilities or harm availability of our products and services
We also incorporate [removed: open source] [added: open-source] software into our products.
The COVID-19 pandemic continues to have widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices.
Despite the efforts to contain the pandemic, new variants of the virus are causing additional outbreaks.
The COVID-19 pandemic has impacted and may continue to impact our business operations, including our employees, customers, partners, and communities, and there is substantial uncertainty in the nature and degree of its continued effects over time.
- the continuing economic impacts of the pandemic;
We have experienced disruption in our supply chain as a result of the effects of COVID-19 and related events, and are subject to ongoing supply chain risks, which adversely affect our revenue and results of operations
We have experienced disruption in our supply chain as a result of the effects of COVID-19 related events and their impact on our suppliers and on international trade in general, leading to shortfalls in available components we need to make products as well as increased costs to obtain components, to make products, and to transport components and products.
Some suppliers have prioritized the orders of larger customers and are focusing their investments in additional capacity on higher volume components.
We are experiencing extended delivery times for certain components of our hardware products and increased freight costs.
As a result, we are making binding commitments with longer lead times and procuring components at higher prices, which may impact our flexibility to adapt to changing market conditions and product demand.
These disruptions have had an adverse effect on our ability to meet customer demand and have resulted in delays in shipping products to customers and dealers.
The severity of the disruptions is continuously changing so that the impact on our ability to meet demand for particular products varies over time, which creates substantial uncertainties in forecasting our financial results.
We expect these disruptions to impact our financial results.
Lastly, due to supply chain issues, we may accumulate excess inventories if we inaccurately forecast demand for our products.
- compliance with changes in local laws, including those relating to privacy, labor and local content.
Pursuant to our Connect and Scale strategy, we are investing substantial resources in integrating our product offerings and transitioning our businesses to common core services and systems in order to achieve economies of scale, simplify our operations, and improve the customer experience.
These efforts may result in disruptions to our operations, which could have an adverse effect on our customers, may cost more than we anticipate increasing our expenses, and take longer than planned.
This shift reflects both an increasing use of subscription models for new products, and a transition for some existing products from perpetual license sales and distribution in favor of SaaS or other subscription offerings.
Customer satisfaction with our services is affected by a variety of factors, including but not limited to security, reliability, performance, concerns about data privacy, current subscription terms, customer preference, and industry adoption.
If we are unable to successfully market and support our subscription offerings, our business, financial condition, and results of operations could be adversely impacted.
From time to time we have divested businesses, and we expect to do so in the future.
Any such divestiture may result in:
- a disruption of our business;
- reduced synergies, including the loss of scale or key employees;
- impairment of customer relationships; and
- reductions in the breadth of our product offerings.
Divestitures may adversely impact our results if we are unable to offset the dilutive impacts from the loss of revenue associated with the divested products or businesses, or mitigate overhead costs allocated to those businesses.
We could also experience higher than expected transaction costs and write-offs of significant amounts of goodwill.
If we are unable to attract and retain qualified personnel, our business, operating results, financial condition, and cash flows could be harmed
Our continued success depends, in part, on our ability to hire and retain qualified personnel and to advance our corporate strategy, and preserve the key aspects of our corporate culture.
Because our future success is dependent on our ability to continue to enhance and introduce new products, we are particularly dependent on our ability to hire and retain qualified engineers, including in areas of technology such as GNSS, software programming, information systems, and data analytics.
In addition, to increase revenues, we will be required to increase the size and productivity of our sales and channel management groups.
Competition for qualified employees in our major locations is intense.
The COVID-19 pandemic has also heavily impacted the environment for attracting and managing employees, and our failure to successfully manage these changes and navigate transitions such as return to office could harm our ability to attract and retain the best talent.
Our inability to hire and retain qualified management and skilled personnel, particularly engineers, salespeople, and key executive management, could disrupt our development efforts, sales results, business relationships, and our ability to execute our business plan and strategy on a timely basis and could materially and adversely affect our operating results, financial condition, and cash flows.
Equity grants are a critical component of our current compensation programs.
If we fail to grant equity competitively, we may have difficulty attracting and retaining critical employees.
In addition, because of our sales structure, cash, and equity incentive compensation plans, we may be at increased risk of losing employees at certain times.
For example, the retention value of our compensation plans decreases after the payment of periodic bonuses or the vesting of equity awards.
This has been and may continue to be negatively impacted by the global supply chain shortage.
practices and policies, increase the complexity of providing our products and services, and cause us to incur substantial costs in an effort to comply.
These effects have resulted and may result in additional lost or delayed revenue to us and have disrupted our business operations as we have transitioned to remote working environments, restricted employee travel, and significantly limited access to, and imposed social distancing requirements within, our facilities including research and development facilities.
Our dealer network, suppliers, and contract manufacturers have been similarly impacted by the COVID-19 pandemic.
In the event of continuing and significant disruptions, there is no guarantee that we would be able to find alternative sources of distribution, supply, or manufacturing, which could delay our ability to market, source, manufacture, and ship our products.
These distribution and supply chain effects may have an adverse effect on our ability to meet customer demand and could result in an increase in our costs of production and distribution.
- the duration and scope of the pandemic, the availability of and timing for distributing vaccines and the efficacy of vaccines, including with respect to new strains of the virus, and the continuing economic impacts of the pandemic;
In addition, the impact of COVID-19 on macroeconomic conditions may impact the proper functioning of financial and capital markets, foreign currency exchange rates, commodity and energy prices, and interest rates.
Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of any economic recession that has occurred or may occur in the future.
In regions that fail to fully contain COVID-19 or suffer a COVID-19 relapse, those markets may not recover as quickly or at all, which could have a material adverse effect on our business, financial condition, and results of operations.
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Any of these factors or any combination of these factors could cause us to miss our financial projections and adversely affect our business, financial condition, and results of operations.
*Engaging in international business inherently involves a number of other difficulties and risks.*
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
Over the last few years, we have focused more on subscription models.
As a result, we expect to derive an increasing portion of our revenue in the future from subscriptions.
We may be unable to successfully support and host our subscription offerings in light of the foregoing risks and uncertainties.
Any reduction in the number of licenses that we sell, even if our customer acquisition rates do not change, will have an adverse impact on our future maintenance revenue growth.
If any of our assumptions about expenses, revenue or revenue recognition principles from these initiatives proves incorrect, or our attempts to improve efficiency are not successful, our actual results may vary materially from those anticipated, our business, financial condition, and results of operations could be adversely impacted.
We may implement different licensing models that require us to recognize licensing fees over a longer period.
Over the last few years, we have increasingly offered additional products through a SaaS model.
SaaS revenue is currently recognized ratably over the subscription period.
Any significant increase in the percentage of our business generated from a subscription model could increase the amount of revenue to be recognized over time as opposed to upfront, which would delay revenue recognition and have an adverse impact on our operating results in a quarterly period.
Due to these complexities, we may not be able to accurately forecast our revenue, which could cause us to miss our earnings estimates or revenue projections and adversely impact our stock price.
Changes in our product mix, including increasing provision of subscription services for integrated solutions tailored to the needs of specific vertical markets, impose new demands on our distribution channels and may require significant changes in the skills and expertise required to successfully distribute our products and services, or the creation of new distribution channels.
Recruiting and retaining qualified channel partners and training them in the use and the selling of our technology and product offerings requires significant time and resources.
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
and training, and those processes and procedures may become increasingly complex and difficult to manage.
If we divest a business and the proceeds are less than the net book value at the time, we would have to write off the difference.
Our integrated hardware and software products may be subject to increasing competition from mass
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
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We are dependent on limited source manufacturers and suppliers for certain of our products and critical components; a disruption in our supply chain could adversely affect our revenue and results of operations
Any disruption in our supply chain could reduce our revenue and adversely impact our financial results.
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
Brexit, the United Kingdom's withdrawal from the European Union, could also lead to further legislative and regulatory changes with regard to personal data transfers between the two territories.
At the end of fiscal 2020, our total debt was comprised primarily of senior notes of $1,300.0 million, and four uncommitted revolving credit facilities totaling $255.8 million.
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
- changes in tax laws or the interpretation of such tax laws, including the 2017 Tax Cuts and Jobs Act (the “Tax Act”) and the Base Erosion and Profit Shifting (“BEPS”) project conducted by the Organization for Economic Co-operation and Development (“OECD”); and
An excerpt. Shown here: 40 of 74 rewritten, 40 of 59 added and 40 of 49 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2021 filing and the FY2020 filing.
Page headers and footers: 12 lines differ, not counted above
Lines that repeat across the filing's pages, such as a footer with the company, form, year and page number. A change here is a change in the page, not in what was disclosed.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
218 rewritten, 144 added, 251 removed, 79 unchanged
Read the full itemFY2021 item · filed February 23, 2022FY2020 item · filed February 26, 2021
Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and those listed under “Risks Factors.” This section of this [added: Annual Report on] Form 10-K generally discusses [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]
Discussions of [removed: 2018] [added: 2019] items and year-to-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] that are not included in this [added: Annual Report on] Form 10-K can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K, [removed: as amended,] for the [removed: fiscal] year ended January [removed: 3, 2020.*][added: 1, 2021.*]
Further information on our business is presented in Part I, [Item [removed: 1,](#ia0d8a155b89340f9948e24cf9f3ef66d_19) [“](#ia0d8a155b89340f9948e24cf9f3ef66d_19)[Business](#ia0d8a155b89340f9948e24cf9f3ef66d_19)[”](#ia0d8a155b89340f9948e24cf9f3ef66d_19)[.](#ia0d8a155b89340f9948e24cf9f3ef66d_19)][added: 1, “Business”.](#i910039a6cb044dda869738d35f9a9309_19)]
- Executing on our Connect and Scale [removed: 2025] strategy;
[removed: - Increasing] [added: *•*Increasing] focus on software and services;
- Optimized go-to-market strategies to best access our markets; [removed: and]
- Strategic [removed: acquisitions][added: acquisitions;]
[removed: (1) See Supplemental Disclosure of Annualized Recurring Revenue and Non-GAAP Financial Measures for definition.][added: SUPPLEMENTAL DISCLOSURE OF NON-GAAP FINANCIAL MEASURES AND ANNUALIZED RECURRING REVENUE]
Risk Factors” for further discussion of the possible impact of the COVID-19 pandemic [added: and its resulting effects] on our business.
Our accounting policies are more fully described in Note 1 of [removed: our accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of] this Annual Report on Form 10-K.
When determining the fair values of [added: certain] assets acquired, liabilities assumed, and [removed: non-controlling] [added: noncontrolling] interests in the acquiree, [removed: management makes] [added: we make] significant estimates and assumptions, especially [removed: with respect to] [added: concerning] intangible assets.
Critical estimates [removed: in] [added: when] valuing intangible assets [removed: include, but are not limited to,] [added: include] expected future cash [removed: flows, which includes] [added: 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.
We utilize either a qualitative [removed: assessment] or [removed: a] quantitative [removed: test] [added: approach] to assess the likelihood of [removed: an impairment.][added: impairment on the first day of the fourth quarter.]
[removed: In] [added: When] performing the qualitative [removed: assessment,] [added: approach,] we consider macroeconomic conditions, industry and market considerations, overall financial performance, and other relevant events and factors that may impact the reporting units.
[removed: When we perform a quantitative test, the] [added: The] estimation of [removed: the fair value of] a reporting [removed: unit] [added: unit's fair value] involves [removed: the use of certain] [added: using] estimates and [removed: assumptions] [added: assumptions,] including expected future operating performance using risk-adjusted discount rates.
[removed: Intangible] [added: We review intangible] assets [removed: are evaluated] for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable based on their future cash flows.
The estimated future cash flows are primarily based [removed: upon] [added: on] assumptions about expected future operating performance.
The following table shows revenue by category, gross margin and gross margin as a percentage of revenue, operating income and operating income as a percentage of revenue, [removed: and] diluted earnings per [removed: share] [added: share, and annualized recurring revenue compared] for the periods indicated:
| *(In millions)* | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | |]
| Revenue: | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]
| Total revenue | | | $ | [removed: 3,147.7] [added: 3,659.1] | | | | | $ | [removed: 3,264.3] [added: 3,147.7] | | | | | [added: | | | | | |] $ | [removed: 3,108.4] [added: 511.4] | | [added: | | | 16 | | % |]
| Gross margin | | | [added: 2,034.7 | | | | | |] 1,754.9 | | | | | | [removed: 1,780.9] | | | | | | [removed: 1,681.0] [added: 279.8] | | | [added: | | | 16 | | % |]
| Gross margin [added: as a] % [added: of revenue] | | | [removed: 55.8] [added: 55.6] | | % | | | | [removed: 54.6] [added: 55.8] | | % | | | | [removed: 54.1] | | [removed: %] | [added: | | | | | | | | | | | |]
| [removed: Operating income] [added: GAAP operating income:] | | | [added: | | | 561.0 | | | | | | | | | | | |] 419.8 | | | | | | [added: | | | | | |] 375.9 | | | | | | [removed: 320.7] | | | [added: | | |]
| Operating income as a % of revenue | | | [removed: 13.3] [added: 15.3] | | % | | | | [removed: 11.5] [added: 13.3] | | % | | | | [removed: 10.3] | | [removed: %] | [added: | | | | | | | | | | | |]
| Diluted earnings per share | | | $ | [removed: 1.55] [added: 1.94] | | | | | $ | [removed: 2.03] [added: 1.55] | | | | | [added: | | | | | |] $ | [removed: 1.12] [added: 0.39] | | [added: | | | 25 | | % |]
| Non-GAAP [removed: revenue (1)] [added: revenue:] | | | [added: | | |] $ | [added: 3,659.4 | | | | | | | | | | | $ |] 3,152.0 | | | | | [added: | | | | | |] $ | 3,271.3 | | | | | [removed: $] | [removed: 3,132.0] | | [added: | | |]
| Non-GAAP operating [removed: income (1)] [added: income:] | | | [added: | | | $ | 857.0 | | | | | | | | | | | $ |] 719.6 | | | | | | [added: | | | | | $ |] 674.0 | | | | | | [removed: 642.7] | | | [added: | |]
| Non-GAAP operating income as a % of Non-GAAP [removed: Revenue] [added: revenue] (1) | | | [removed: 22.8] [added: 23.4] | | % | | | | [removed: 20.6] [added: 22.8] | | % | | | | [removed: 20.5] | | [removed: %] | [added: | | | | | | | | | | | |]
| Non-GAAP diluted earnings per share (1) | | | $ | [removed: 2.23] [added: 2.66] | | | | | $ | [removed: 1.99] [added: 2.23] | | | | | [added: | | | | | |] $ | [removed: 1.94] [added: 0.43] | | [added: | | | 19 | | % |]
| Annualized Recurring Revenue (“ARR”) (1) | | | $ | [removed: 1,295.8] [added: 1,409.1] | | | | | $ | [removed: 1,193.2] [added: 1,295.8] | | | | | [added: | | | | | |] $ | [removed: 1,106.7] [added: 113.3] | | [added: | | | 9 | | % |]
(1) [removed: See Supplemental] [added: Refer to “Supplemental] Disclosure of [removed: Annualized Recurring Revenue and] Non-GAAP Financial Measures [added: and Annualized Recurring Revenue” of this Annual Report on Form 10-K] for definitions.
[removed: *Basis] [added: Basis] of [removed: Presentation*][added: Presentation]
We [removed: have] [added: use] a [removed: 52-53] [added: 52–53] week fiscal [removed: year,] [added: year] ending on the Friday nearest to December 31, which for [removed: fiscal 2020] [added: 2021] was [removed: January 1,] [added: December 31,] 2021.
[removed: Fiscal 2020] [added: Both 2021] and [removed: 2018] [added: 2020] were [removed: both 52-week] [added: 52–week] years.
[removed: Fiscal Year 2020] [added: Year 2021] Compared with [removed: Fiscal] Year [removed: 2019][added: 2020]
[removed: *Revenue*][added: Revenue]
[removed: Subscription] [added: Service] revenue [added: was relatively flat, and subscription revenue] increased primarily due to strong [removed: organic] growth in Buildings and Infrastructure, and to a lesser extent, [removed: acquisition revenue from] Resources and [removed: Utilities, partially] [added: Utilities and Geospatial, slightly] offset by [removed: weakness] [added: a decrease] in Transportation.
During [removed: fiscal 2020,] [added: 2021,] sales to customers in North America represented [removed: 52%;] [added: 51%;] Europe represented [removed: 29%;] [added: 31%;] Asia Pacific represented [removed: 13%;] [added: 12%;] and the rest of world represented 6% of our total revenue.
No single customer accounted for 10% or more of our total revenue in [removed: fiscal 2020] [added: 2021] and [removed: 2019.][added: 2020.]
- Venture fund investments; and
- Sustainability.
We continue to experience a shift toward a more significant mix of recurring revenue contracts, as demonstrated by our success in driving annualized recurring revenue (“ARR”) growth of 9% year-over-year at the end of 2021.
Excluding the impact of foreign currency and acquisitions and divestitures, ARR organic growth was 12%.
This shift has positively impacted our revenue mix and growth over time and is leading to improved visibility in our businesses.
Our software, recurring revenue, and services represented 55% of total revenue for 2021.
Additionally, in August 2021, we announced a newly formed strategic venture fund.
Through this fund, we expect to invest up to $200 million in early- to growth-stage companies that can accelerate innovation and effectively bring new solutions to our customers and industry.
For a full definition of ARR as used in this discussion and analysis, refer to the “Supplemental Disclosure of Non-GAAP Financial Measures and Annualized Recurring Revenue” later in this item 7.
Impact of COVID-19 and supply chain constraints on our business
COVID-19 and variant impacts, especially related to global supply chain disruptions and parts and labor shortages, and increased worldwide demand for certain components, continued to impact our business and operations.
We are experiencing extended delivery times for certain components of our hardware products and increased freight costs.
As a result, we are making binding commitments with longer lead times and procuring components at higher prices, which may impact our flexibility to adapt to changing market conditions and product demand.
Currently, we expect these challenging supply chain conditions to persist in the near term.
Therefore, we will continue to experience delays in shipping our products and increased costs, which may reduce our revenue and gross margin and continue to increase our backlog.
Our 2021 results of operations reflect significant revenue improvement as the overall impact of COVID-19 was less pronounced.
As a result of COVID-19, the year-to-year comparison of 2020 to 2021 reflects significant distortions in growth rates as our business rebounded in 2021.
We account for business combinations using the acquisition method of accounting whereby certain identifiable assets and liabilities of the acquired business and any noncontrolling interest in the acquiree are recorded at their estimated fair values as of the acquisition date.
Any purchase consideration in excess of the estimated fair values of the net assets acquired is recorded as goodwill.
Acquisition-related expenses and related restructuring costs are expensed as incurred.
When performing the quantitative approach, we compare the reporting unit’s carrying amount, including goodwill, to the reporting unit's fair value.
If the reporting unit's carrying amount exceeds its fair value, an impairment loss is recognized.
Intangible assets acquired individually, with a group of other assets, or in a business combination are recorded at fair value.
Our intangible assets are amortized over the period of estimated benefit using the straight-line method over the estimated useful life, which ranges from three to ten years and has a weighted-average useful life of approximately seven years.
We write off fully amortized intangible assets when those assets are no longer used.
| | | | 2021 | | | | | | 2020 | | | | | | | | | | | | Dollar Change | | | | | | % Change | | |
| Product | | | $ | 2,247.5 | | | | | $ | 1,828.0 | | | | | | | | | | | $ | 419.5 | | | | | 23 | | % |
| Service | | | 649.4 | | | | | | 644.8 | | | | | | | | | | | | 4.6 | | | | | | 1 | | % |
| Subscription | | | 762.2 | | | | | | 674.9 | | | | | | | | | | | | 87.3 | | | | | | 13 | | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Despite supply constraints and increases in our backlog, revenue increased due to strong demand for our hardware and related software, as compared with reduced demand due to the impacts of COVID-19 lockdowns in the prior year, and strong recovery in 2021 in markets across major regions.
Growth in subscription sales in many of our software businesses continued to remain strong.
Price increases, which went into effect in the second half of the year, and reduced discounting had a slighter impact on revenue growth for the year.
Product revenue increased due to strong hardware and related software sales in Geospatial, Resources and Utilities, and Buildings and Infrastructure.
To a lesser extent, Transportation sales also contributed to growth.
Gross margin increased primarily due to strong revenue growth.
Gross margin as a percentage of total revenue shows a slight decrease mainly due to increased mix of hardware sales and increased supply chain costs, offset by price increases and reduced discounting as well as lower intangibles amortization.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
We continue to experience a shift in revenue towards a more significant mix of software, recurring revenue, and services, which represented 58% of total revenue for fiscal 2020, and is leading to improved visibility in our businesses.
Additionally, our success in driving annualized recurring revenue (“ARR”)(1) growth of 9% year-over-year for fiscal 2020 has positively impacted our revenue mix and growth over time.
COVID-19 UPDATE
In early March 2020, the World Health Organization characterized COVID-19 as a pandemic.
As the COVID-19 pandemic unfolded globally, we implemented protocols to safeguard our employees, customers, suppliers, third-party business partners and communities, and ensure business continuity.
The extent to which the COVID-19 pandemic impacts our business operations in future periods will depend on multiple uncertain factors outside of our control, such as its continued and future overall impact on the global economy and in the industries where we operate.
We experienced an overall revenue decline in fiscal 2020, due to economic disruptions related to COVID-19 that began in the last weeks of March, primarily in hardware and professional services for the first two quarters.
Overall revenue increased in the third and fourth quarters.
Despite the revenue shortfall, operating income increased due to improved mix of higher margin sales and reduced spending due to cost containment measures as well as natural reductions in spending resulting from COVID-19 restrictions.
As the COVID-19 pandemic is continually evolving, we are uncertain of its ultimate duration, and the nature and extent of its impact on our business, financial condition, and results of operations.
To the extent that regions where we do business or source our products experience additional closures or restrictions on business activity, our results of operations could be harmed.
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
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.
The excess of the fair value of purchase consideration over the fair value of these assets acquired, liabilities assumed, and non-controlling interests in the acquiree is recorded as goodwill.
Identifiable intangible assets are comprised of distribution channels and distribution rights, patents, licenses, technology, acquired backlog, trademarks, and in-process research and development.
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
We amortize identifiable intangible assets 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.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fiscal Years | | | 2020 | | | | | | 2019 | | | | | | 2018 | | |
| Product | | | $ | 1,828.0 | | | | | $ | 1,934.8 | | | | | $ | 1,999.9 | |
| Service | | | 644.8 | | | | | | 686.2 | | | | | | 588.7 | | |
| Subscription | | | 674.9 | | | | | | 643.3 | | | | | | 519.8 | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Fiscal 2019 was a 53-week year.
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
In fiscal 2020, total revenue decreased by $116.6 million or 4%.
Overall revenue decreased due to weakness in Transportation, and to a lesser extent, Buildings and Infrastructure and Geospatial, which were impacted in the first two quarters by COVID-19.
The decrease was partially offset by organic and acquisitions growth in Resources and Utilities, as well as recovery in Buildings and Infrastructure and Geospatial in the third and fourth quarters.
We consider acquisition growth to include acquisition revenue that was not applicable in the prior corresponding periods.
By revenue category, overall product revenue decreased $106.8 million or 6%, service revenue decreased $41.4 million or 6%, and subscription revenue increased $31.6 million or 5%.
Product revenue decreased primarily due to weakness in our hardware sales in Transportation, and to a lesser extent, Buildings and Infrastructure, partially offset by growth in Resources and Utilities.
Geospatial was relatively flat.
The decrease in Geospatial hardware sales in the first two quarters was largely offset by increased hardware sales in the third and fourth quarters.
Service revenue decreased due to lower professional services associated with customer installations.
In fiscal 2020, gross margin decreased by $26.0 million or 1% primarily due to revenue declines as noted above, partially offset by improved product mix.
Gross margin as a percentage of total revenue was 55.8% in fiscal 2020 compared to 54.6% in fiscal 2019.
An excerpt. Shown here: 40 of 218 rewritten, 40 of 144 added and 40 of 251 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2021 filing and the FY2020 filing.
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Item 7A. Quantitative and Qualitative Disclosure about Market Risk
16 rewritten, 1 added, 7 removed, 31 unchanged
Read the full itemFY2021 item · filed February 23, 2022FY2020 item · filed February 26, 2021
We also have four unsecured, [removed: uncommitted] [added: uncommitted,] revolving credit facilities that are callable by the bank at any time.
We may borrow funds under the 2018 Credit Facility in U.S. Dollars, [removed: Euros] [added: Euros,] or in certain other agreed currencies as described in Note 6 of [removed: Notes to the Consolidated Financial Statements.][added: this Annual Report on Form 10‑K.]
At the end of [removed: fiscal 2020,] [added: 2021,] we had one £55.0 million, two $75.0 million, and one €100.0 million revolving credit facilities, which are uncommitted.
In [removed: fiscal 2020,] [added: 2021,] revenue and operating income were favorably impacted by foreign currency exchange rates by [removed: $3.2] [added: $43.8] million and $4.3 [removed: million, respectively.][added: million.]
We enter into foreign currency forward contracts to minimize the short-term impact of foreign currency exchange rate fluctuations on cash, debt, and certain trade and [removed: inter-company] [added: intercompany] receivables and payables, primarily denominated in [added: Euro,] New Zealand Dollars, [removed: Brazilian Real,] Canadian Dollars, [removed: Norwegian Krone,] [added: British Pound,] and [removed: Euro.][added: Brazilian Real.]
Foreign currency forward contracts outstanding at the end of [removed: fiscal 2020] [added: 2021] and [removed: 2019] [added: 2020] are summarized as follows:
| | | | At the End of [removed: Fiscal 2020] [added: 2021] | | | | | | | | | | | | At the End of [removed: Fiscal 2019] [added: 2020] | | | | | | | | |
| Purchased | | | $ | [removed: (99.4)] [added: (107.5)] | | | | | $ | [removed: 0.9] [added: 0.1] | | | | | $ | [removed: (84.3)] [added: (99.4)] | | | | | $ | [removed: 0.3] [added: 0.9] | |
| Sold | | | $ | [removed: 52.0] [added: 183.6] | | | | | $ | [removed: (0.5)] [added: (0.2)] | | | | | $ | [removed: 159.2] [added: 52.0] | | | | | $ | [removed: (1.0)] [added: (0.5)] | |
| [Consolidated Balance [removed: Sheets](#ia0d8a155b89340f9948e24cf9f3ef66d_58)] [added: Sheets](#i910039a6cb044dda869738d35f9a9309_58)] | | | [removed: [52](#ia0d8a155b89340f9948e24cf9f3ef66d_58)] [added: [46](#i910039a6cb044dda869738d35f9a9309_58)] | | |
| [Consolidated Statements of [removed: Income](#ia0d8a155b89340f9948e24cf9f3ef66d_64)] [added: Income](#i910039a6cb044dda869738d35f9a9309_64)] | | | [removed: [53](#ia0d8a155b89340f9948e24cf9f3ef66d_64)] [added: [47](#i910039a6cb044dda869738d35f9a9309_64)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#ia0d8a155b89340f9948e24cf9f3ef66d_67)] [added: Income](#i910039a6cb044dda869738d35f9a9309_67)] | | | [removed: [54](#ia0d8a155b89340f9948e24cf9f3ef66d_67)] [added: [48](#i910039a6cb044dda869738d35f9a9309_67)] | | |
| [Consolidated Statements of Stockholders’ [removed: Equity](#ia0d8a155b89340f9948e24cf9f3ef66d_73)] [added: Equity](#i910039a6cb044dda869738d35f9a9309_73)] | | | [removed: [55](#ia0d8a155b89340f9948e24cf9f3ef66d_73)] [added: [49](#i910039a6cb044dda869738d35f9a9309_73)] | | |
| [Consolidated Statements of Cash [removed: Flows](#ia0d8a155b89340f9948e24cf9f3ef66d_76)] [added: Flows](#i910039a6cb044dda869738d35f9a9309_79)] | | | [removed: [56](#ia0d8a155b89340f9948e24cf9f3ef66d_76)] [added: [50](#i910039a6cb044dda869738d35f9a9309_79)] | | |
| [Notes to Consolidated Financial [removed: Statements](#ia0d8a155b89340f9948e24cf9f3ef66d_79)] [added: Statements](#i910039a6cb044dda869738d35f9a9309_82)] | | | [removed: [57](#ia0d8a155b89340f9948e24cf9f3ef66d_79)] [added: [51](#i910039a6cb044dda869738d35f9a9309_82)] | | |
| [Reports of Independent Registered Public Accounting [removed: Firm](#ia0d8a155b89340f9948e24cf9f3ef66d_160)] [added: Firm](#i910039a6cb044dda869738d35f9a9309_136) (PCAOB ID: 42)] | | | [removed: [81](#ia0d8a155b89340f9948e24cf9f3ef66d_160)] [added: [71](#i910039a6cb044dda869738d35f9a9309_136)] | | |
At the end of 2021, we do not have any outstanding balance on our revolving credit facilities.
A hypothetical 1% increase in our borrowing rates at the end of fiscal 2020 could result in approximately $2.6 million annual increase in interest expense on these existing principal balances.
The hypothetical changes and assumptions made above will be different from what actually occurs in the future.
Furthermore, the computations do not anticipate actions that may be taken by our management should the hypothetical market changes actually occur over time.
As a result, actual earnings effects in the future will differ from those quantified above.
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
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[Table of Contents](#i910039a6cb044dda869738d35f9a9309_13)
Item 1. Business
124 rewritten, 82 added, 44 removed, 171 unchanged
Read the full itemFY2021 item · filed February 23, 2022FY2020 item · filed February 26, 2021
Trimble Inc. (“Trimble” or “the Company” or “we” or “our” or “us”) is a leading provider of technology solutions that enable professionals and field mobile workers to improve or transform their work [removed: processes.][added: processes and drive a more sustainable future.]
Our products are sold based on return on investment and provide benefits such as lower operational costs, higher productivity, improved quality, enhanced safety and regulatory compliance, and reduced environmental [removed: impact.][added: impact, ranging from reduced greenhouse gas emissions (GHG) to reduced water use.]
Our representative products include equipment that automates and enables increased precision within large industrial [removed: equipment] [added: machines] such as tractors and bulldozers; integrated systems that track and manage fleets of vehicles and workers and provide real-time information and analytics to the back-office; data collection systems that enable the management of large amounts of geo-referenced information; software solutions that connect all aspects of a construction site or a farm; and building information modeling [removed: ( “BIM”)] [added: (“BIM”)] software that is used throughout the design, build, and operation of buildings.
For example, in construction, our strategy is centered on the concept of a “constructible model” that is at the center of our “Connected Construction” solutions, which [removed: provides] [added: provide] real-time, connected, and cohesive information environments for the design, build, and operational phases of construction projects.
In long haul trucking, our “Connected Supply Chain” solutions provide transportation companies with tools to enhance fuel efficiency, safety, [added: transparency,] and [removed: transparency] [added: sustainability] through connected vehicles and fleets across the enterprise.
Software is a key element [removed: of most of] [added: for] our solutions and accounts for a steadily increasing portion of our business.
Our software products and services range from embedded real-time firmware to application software that integrates field data with [removed: large scale] [added: large-scale] enterprise back-office applications.
Many of our software solutions are built on configurable and [removed: enterprise grade] [added: enterprise-grade] scalable platforms that can be tailored to the workflows that our customers follow to implement their customized business processes.
Our software capabilities include extensive three-dimensional (“3D”) modeling, [removed: analysis] [added: analysis,] and design [removed: solutions,] [added: solutions;] design and data preparation [removed: software,] [added: software;] BIM [removed: software,] [added: software;] enterprise resource planning and project management [removed: solutions,] [added: solutions;] cloud-based collaboration [removed: solutions,] [added: solutions;] applications for advanced surveying, data [removed: collection] [added: collection,] and [removed: analysis,] [added: analysis for] farm productivity [removed: solutions,] [added: solutions;] fleet management solutions for [removed: transportation,] [added: transportation;] as well as a large suite of domain-specific software applications used across a host of industries including agriculture, construction, utilities, and transportation.
Position is provided through a number of technologies including the [added: U.S.] Global Positioning System (“GPS”), other Global Navigation Satellite Systems (“GNSS”) and their augmentation systems, and systems that use laser, optical, inertial, or other technologies to establish real-time position.
Our global operations include major development, manufacturing, or logistics operations in the United States, the Netherlands, India, [removed: China,] Germany, [added: Finland, Canada, New Zealand,] the United Kingdom, [removed: Finland, Canada,] and [removed: New Zealand.][added: Sweden.]
Products are sold in more than 150 countries, through dealers, representatives, joint ventures, and other channels throughout the world, as well as direct sales to [removed: end-users.][added: end users.]
[removed: *•Executing] [added: - *Executing] on our Connect [removed: &] [added: and] Scale [removed: 2025 strategy* –] [added: strategy.*] We continue to focus on executing our [removed: Connect & Scale 2025] [added: multi-year platform] strategy.
The first element, Connect, aims to connect more customer workflows, industry [removed: lifecycles,] [added: life cycles,] and solution offerings, so that we can continue to transform the way our customers work.
This includes integrating more of our customers’ data through cloud [removed: offerings,] [added: offerings] and making more of our solutions available over time on a [removed: cloud basis and] subscription basis.
The second element, Scale, aims to invest in the people, processes, and technologies that are necessary [added: to streamline and standardize our internal processes, provide a seamless experience] for [added: our customers as they engage with our connected solutions, and enable] us to continue to grow our business efficiently and effectively for many years into the future.
*•Focus on attractive markets with significant growth and profitability [removed: potential* \-] [added: 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 [removed: industries] [added: industries,] such as construction, agriculture, and [removed: transportation] [added: transportation,] are each multi-trillion dollar global industries that operate in demanding environments with technology adoption in the early phases relative to other industries.
- *Domain knowledge and technological innovation that benefit a diverse customer [removed: base* -] [added: base.*] We have over time redefined our technological focus from hardware-driven point solutions to integrated work process solutions by developing domain expertise and heavily reinvesting in research and development (“R&D”) and acquisitions.
We [removed: intend to continue to take advantage] [added: currently have over 1,000 unique patents reflective] of our technology portfolio and deep domain knowledge to [removed: quickly and cost-effectively] deliver specific, targeted solutions [added: quickly and cost-effectively] to each of the vertical markets we serve.
- *Increasing focus on software and [removed: services* -] [added: services.*] Software and services targeted for the needs of vertical end markets are increasingly important elements of our solutions and are core to our growth strategy.
*•Geographic expansion with localization [removed: strategy -*] [added: 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.
- *Optimized go-to-market strategies to best access our [removed: markets* -] [added: markets.*] We utilize vertically focused go-to-market strategies that leverage domain expertise to best serve the needs of individual markets both domestically and abroad.
These go-to-market capabilities include independent dealers, joint ventures, original equipment manufacturers (“OEM”), and distribution alliances with key partners, such as CNH [removed: Global,] [added: Industrial,] Caterpillar, and Nikon, as well as direct sales to [removed: end-users,] [added: end users,] which provide us with broad market reach and localization capabilities to effectively serve our markets.
- *Strategic [removed: acquisitions* \-] [added: acquisitions.*] Organic growth continues to be our primary focus, while acquisitions serve to enhance our market position.
We acquire businesses that bring domain expertise, [added: geographic presence,] technology, products, and distribution capabilities that augment our portfolio and allow us to penetrate existing markets more effectively, or to establish a market beachhead.
Our focus on these growth drivers has led over time to growth in revenue and profitability [removed: as well as] [added: and] an increasingly diversified business model.
As our solutions have expanded, our go-to-market model has also evolved, with a balanced mix between direct, distribution, and OEM customers, [removed: and] [added: as well as] an increasing number of [removed: enterprise level] [added: enterprise-level] customer relationships.
For further financial information about our segments, see Note 5 to the Consolidated Financial [removed: Statements.][added: Statements in this Annual Report on Form 10-K.]
*Building Construction.* Our building construction portfolio of solutions for the residential, commercial, and industrial building industry spans the entire life cycle of a building and is used by construction owners, architects, designers, general contractors, sub-contractors, [removed: engineers,] and [removed: facility owners or lessees.][added: engineers.]
The suite of technologies and solutions we provide to the building industry includes program management solutions for construction [removed: owners,] [added: owners including] software for 3D conceptual design and [removed: modeling,] [added: modeling;] BIM software that is used in design, engineering, and [removed: construction,] [added: construction;] enterprise resource [removed: planning and] [added: planning,] project [removed: management] [added: management,] and project collaboration for general [removed: contractors,] [added: contractors;] advanced integrated site layout and measurement [removed: systems,] [added: systems;] cost [removed: estimating, scheduling,] [added: estimating; scheduling;] and project controls solutions for contractors.
The suite also includes applications for sub-contractors and construction trades such as steel, [removed: concrete] [added: concrete,] and mechanical, electrical and [removed: plumbing,] [added: plumbing;] project [removed: coordination,] [added: coordination;] and capital program planning and management.
Our solutions provide customer benefits such as reduced costs, reduced waste and re-work, increased worker safety and efficiencies, faster project completion times, improved information flow, better decision making, enhanced quality control, and [removed: sustainability.][added: multiple sustainability benefits for our customers.]
Our [removed: solutions are used] [added: technological suite is employed] across the entire project life cycle to improve productivity, reduce waste and re-work, [added: including reduced carbon emissions,] and enable more informed decision making through enhanced situational awareness, data flow, [added: data-driven insights] and [added: decision support, and] project collaboration.
Our suite of integrated solutions and technologies in this area includes field and office software for optimized route selection and design; [added: software for 3D design and data sharing;] systems to automatically guide and control construction equipment such as excavators, bulldozers, wheel loaders, motor graders, and paving equipment; systems to monitor, track, and manage assets, equipment, and workers; and software to facilitate the [added: management of the construction process and for] sharing and communication of data in real time.
Utilizing wireless and internet-based site communications infrastructure, our solutions include the ability to track and control equipment, [removed: perform remote machine diagnostics,] [added: to deploy a 3D model to machines] and [added: to track progress of work in real-time, and to] reduce re-work.
We sell and distribute our products in the Building and Infrastructure segment through both a direct sales force and global networks of independent dealers with expertise and customer relationships in the respective markets, including [removed: the network of] SITECH Technology [removed: Dealers,] [added: dealers,] which [removed: serves] [added: serve] the civil construction [added: industry, and BuildingPoint dealers, which serve the building construction] industry.
We also sell many of our software solutions through our own direct [removed: salesforce.][added: sales force.]
We compete principally on the basis of innovation, differentiated products, [added: integrated workflow solutions,] domain expertise, service, quality, and geographic reach.
Within this segment our most substantial product portfolios are focused on surveying and [removed: geospatial,] [added: geospatial] and geographic information systems (“GIS”).
For more than 40 years, sustainability has been at the heart of who we are as a company.
Positive sustainability impacts are woven into our work, realized both internally and through our customers' application of our technology.
Ensuring a sustainable future is one of the defining issues of our generation, and current realities require even more accelerated focus and stepped-up ambitions for our strategic approach and process for managing the material environmental, social, and governance (“ESG”) aspects of our business.
We believe our efforts will make us a better and more resilient company positioned to take on our most pressing environmental and social issues while creating even greater benefits for the customers and stakeholders we serve in the months and years to come.
Our strategy incorporates a platform strategy, which we are executing in part by partnering to build ecosystems to better serve our customers.
Our subscription-based offerings are also increasingly being extended into offerings that include both hardware and software, providing a complete customer solution together with customer technology assurance as new generations of hardware become available.
We are extending these offerings to run across diverse environments, including cloud environments, and we will continue to focus on delivering our differential value in providing domain-specific workflows and enhancing lifecycle management across our target industries.
Cloud enablement raises the bar with shared, on-demand services that empower network participants to proactively contribute to organic value creation and delivery directly and with fewer intermediaries.
When end users interact on a shared, online platform, the overall value that is created increases as the number of end-user participants increases.
This network effect means that the willingness of developers, partners, or end users to engage increases as the number of network participants grows, which further enhances the platform experience and end-user value.
- *Venture fund investments.* In 2021, we announced a newly formed strategic venture fund.
With this fund, we expect to invest up to $200 million in early- to growth-stage companies that can accelerate innovation and effectively bring new solutions to our customers and the industries that we serve and would give us an early, inside look and stake in emerging business and technology solutions.
- *Sustainability.* The global economy is experiencing a fundamental shift toward sustainability driven through broad stakeholder engagement, with a focus on decarbonization.
Historically, through delivering productivity and efficiency gains, Trimble products have delivered sustainability for our customers, and we envision more opportunities to deliver expanded carbon reductions and other sustainability benefits, such as water management in agriculture and utilities, for our customers through our Connect and Scale and the other strategies we have described.
During 2021, we announced new developments in several of our software offerings, including: (i) the release of Tekla 2021 Structural BIM software solutions, which include new software features and enhancements to power data-driven, collaborative, and connected workflows across all project phases, (ii) the introduction of Trimble Construction OneTM, a connected, cloud-based construction management platform, (iii) the formation of a strategic partnership with Microsoft to drive digital transformation across industries, and (iv) collaboration with One Click LCA to add an embodied carbon assessment tool into Tekla Structures to help customers understand the carbon from the materials they use and help them optimize among early design choices.
*Civil Engineering and Construction.* Our civil engineering and construction portfolio spans the lifecycle of civil infrastructure assets from feasibility and capital budgeting, to planning and design, to construction, through to long-term operation and maintenance.
Our solutions serve the key industry stakeholders including the asset owners or clients, design engineers, consultants, contractors, sub-contractors, and suppliers.
We also maintain a joint venture with Hilti, which focuses on the joint development of measuring solutions for the building construction trades and the integration of data for construction management.
During 2021, we announced a number of developments, including: (i) the availability of Trimble civil construction field software globally on a subscription basis, giving contractors the ability to implement and scale Trimble's machine control and construction surveying solutions more easily and with no large up-front costs, (ii) the availability of a new version of Trimble Earthworks Grade Control Platform, which includes support for soil compactors, and (iii) the introduction of Siteworks SE Starter Edition, which is an entry-level, easy-to-use construction surveying software solution.
During 2021, we announced a number of new developments, including: (i) the introduction of the Trimble R750 GNSS Modular Receiver, a connected base station for use in civil construction, geospatial, and agricultural applications, (ii) the launch of the Trimble DA2 GNSS receiver for the Trimble Catalyst® positioning service, (iii) the introduction of the MX50 mobile mapping system for asset management and mapping, (iv) the introduction of the Trimble SX12 Scanning Total Station, which is the next iteration of our 3D scanning total station, and (v) the introduction of the FOCUS 50 high-performance robotic total station under the Spectra brand.
As of 2021, we also offer our key software packages: Trimble Business Center for the office and Trimble Access for the field both offered under term and perpetual licenses, which provides our customers flexible options.
During 2021, we announced a number of new developments, including: (i) significant enhancements to the Trimble Centerpoint RTX correction service, giving farmers the ease of use of the satellite-delivered corrections and RTK horizontal performance in less time, and (ii) a collaboration with HORSCH focused on developing solutions that enable autonomy in agriculture with the goal of building a future for autonomous machines and workflows in the industry.
During 2021, we announced a number of new developments, including: (i) our eDriver Logs electronic logging device (“ELD”) software was certified to comply with the technical requirements of the Canadian ELD mandate, (ii) technical enhancements were made to ELDs to address U.S. markets, and (iii) a new strategic relationship with Procter & Gamble was formed to enhance how shippers and carriers partner during the transportation procurement process.
Although sales cycles tend to be months long, the products are difficult to replace once implemented.
In 2021, COVID-19 and its variants, disrupted our normal seasonality because of global supply chain constraints, parts and labor shortages, and strong demand for our offerings.
We anticipate these conditions will continue to impact our financial results during 2022.
Trimble delivers digital technologies that enhance the physical world by integrating and connecting industry workflows, stakeholders, and data, while modernizing its interfaces and business models to make it easier for customers to do business.
Our platform investments allow us to extend our differentiation in positioning and sensing, modeling, and analytics into emerging industry solutions and to drive ecosystem collaboration across our target industries.
This improves our value over the customer life cycle, while enhancing our leadership in software and services, which already account for over 65% of our R&D investment.
We actively manage the intellectual property used in the development, operations, and sales of our products and services.
Environmental, Social, and Governance
We recognize that we are living in a time of increasing urgency for action on sustainability, and we are intent on moving quickly and harnessing our potential to address global challenges, including further developing our own strategic approach and process for managing the material ESG aspects of our business.
Inspired by our mission—“Transforming the Way the World Works,”—and fueled by the dedication of our employees, we will work to build momentum and strive for continual improvement and measurable progress.
We organize our ESG efforts around five pillars: (1) Solutions, (2) People, (3) Communities, (4) Environment, and (5) Governance.
Highlights of each of these pillars are discussed below.
These pillars are reflective of our commitment to ESG and are fundamentally embedded into our business and culture.
We believe this approach creates value that benefits all our stakeholders, including our employees, stockholders, customers, communities, and the world at large.
For further information on our five pillars and other ESG-related matters, see our Sustainability Report available on our website.
Solutions: Since 1978, our industry-specific solutions have helped customers achieve economic breakthroughs while enhancing safety, boosting compliance, and reducing environmental impact—from feeding the growing global population and moving the goods of commerce to next-generation building and infrastructure.
Our solutions enable greater accuracy, reduction of rework, and increased efficiency, thus yielding fuel savings.
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We currently have over 1,000 unique patents.
Software and subscription growth is driving increased recurring revenue and is leading to improved visibility in some of our businesses.
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During 2020, we announced advances in several of our software packages and solutions, including: (i) the launch of PreDesign, a service that enables architects and designers to test design strategies and understand how a site’s climate and environment will impact design proposals, and (ii) the announcement of new integrations for Microsoft 365 and BIMcollab with the Trimble® Connect cloud-based collaboration platform.
*Civil Engineering and Construction.* Before dirt is ever moved in civil construction, feasibility, design, and scheduling are critical steps to site construction.
We provide the civil engineering and construction industry with a continuum of field solutions, software solutions, and services at every stage of the project - from planning and design, to construction, operation, and maintenance.
Our civil construction solutions are used in civil infrastructure such as roads, railways, airports, land management, marine construction, and landfills.
Caterpillar generally offers joint venture products as a factory-installed option, while we focus on the aftermarket with products for mixed fleets of earth-moving machines from Caterpillar and other equipment manufacturers to allow improved management of construction sites and projects.
During 2020, we announced a number of developments, including: (i) the launch of the Trimble® Platform as a Service, an offering that gives contractors the ability to purchase select civil construction hardware and software solutions and continually upgrade those solutions with the latest innovations from Trimble and (ii) the release of WorksOS, which integrates design data from the office with machine control data from Trimble to deliver real-time progress and productivity updates for the entire jobsite.
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BuildingPoint is an initiative to form a global network of specialized distribution partners to serve the needs of the building construction industry by supporting customers in the adoption of our Buildings solutions.
During 2020, we announced the release of a new GNSS receiver, the Trimble R12i, which incorporates Inertial Measurement Unit (IMU)-based tilt compensation, which enables points to be measured or staked out while the survey rod is tilted, empowering land surveyors to focus on the job at hand and complete work faster and more accurately.
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conventional equipment.
In the transportation market, we offer a suite of solutions marketed primarily under the Trimble brand.
Sales cycles tend to be long, often involving field trials followed by an extensive decision-making process.
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We invest substantially in the development of new products.
We also make significant investments in the positioning, communication, and information technologies that underlie our products and will likely provide competitive advantages.
We expect to continue investing in research and development at a rate consistent with our past, with the goal of maintaining or improving our competitive position and entering new markets.
We have a program to file applications for and obtain patents, copyrights, and trademarks in the United States and in selected foreign countries where we believe filing for such protection is appropriate.
We generally prefer to own the intellectual property used in our products, either directly or through subsidiaries.
Occasionally we license technology from third parties.
We are not dependent on any one patent or license.
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In fiscal 2020, we named a Vice President of Diversity, Equity, and Inclusion.
We believe that abilities can be developed through dedication and hard work; brains and talent are just the starting point.
Our world-wide training portal, Learn.Trimble.com, provides a set of resources that is easy to
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Bryn A.
From 2016 to 2019, Mr. Fosburgh was our senior vice president responsible for Trimble’s joint ventures, as well as U.S. Federal government strategy and accounts, OEM construction machine division, and professional services groups.
From 2014 to 2016, he served as senior vice president for Trimble's geospatial, civil engineering and construction, and building divisions, and the Caterpillar and Hilti-related joint ventures.
From 2010 to 2014, Mr. Fosburgh was responsible for buildings and heavy civil construction divisions along with Caterpillar and Hilti joint ventures.
From 2009 to 2010, Mr. Fosburgh served as vice president for Trimble's construction division, transportation and logistics, field service management, and a number of corporate functions and geographical regions.
From 2007 to 2009, Mr. Fosburgh was vice president for Trimble's construction and agriculture divisions, and from 2005 to 2007, Mr. Fosburgh served as vice president and general manager of Trimble's engineering and construction division.
Mr. Fosburgh joined Trimble in 1994 and has held numerous roles, including vice president and general manager for Trimble's geomatics and engineering division, and division vice president of survey and infrastructure.
Prior to Trimble, Mr. Fosburgh was a civil engineer and also held various positions for the U.S. Army Corps of Engineers and Defense Mapping Agency.
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Read the full itemFY2021 item · filed February 23, 2022FY2020 item · filed February 26, 2021
For the fiscal year ended [removed: January 1,] [added: December 31,] 2021
For the transition period [removed: from to][added: from to]
[removed: (Exact] [added: (Exact] name of Registrant as specified in its [removed: charter)][added: charter)]
| Delaware | | | [removed: | | |] 94-2802192 | | |
| [removed: (State] [added: (State] or other jurisdiction of incorporation or [removed: organization) | | |] [added: organization)] | | | [removed: (I.R.S.] [added: (I.R.S.] Employer Identification [removed: No.)] [added: No.)] | | |
[removed: (Address] [added: (Address] of principal executive [removed: offices)][added: offices)]
[removed: (Zip Code)][added: (Zip Code)]
[removed: Registrant’s] [added: Registrant’s] telephone number, including area code: [removed: (408)] [added: (408)] 481-8000
| [removed: Title] [added: Title] of each [removed: class] [added: class] | | | [removed: Trading Symbol(s)] [added: Trading Symbol(s)] | | | [removed: Name] [added: Name] of each exchange on which [removed: registered] [added: registered] | | |
| [removed: Common] [added: Common] Stock, $0.001 par [removed: value] [added: value] | | | [removed: TRMB] [added: TRMB] | | | [removed: NASDAQ] [added: NASDAQ] Global Select [removed: Market] [added: Market] | | |
| Large Accelerated Filer | | | ☒ | | | | | | Accelerated Filer | | | [removed: | | |] ☐ | | |
| Non-accelerated Filer | | | ☐ | | | | | | Smaller Reporting Company | | | [removed: | | |] ☐ | | |
| Emerging Growth Company | | | ☐ | | | | | | | | | | | | [removed: | | |]
As of July [removed: 3, 2020,] [added: 2, 2021,] the aggregate market value of the common stock held by non-affiliates of the registrant was approximately [removed: $10.8] [added: $20.7] billion based on the closing price as reported on the NASDAQ Global Select Market.
| Class | | | | | | Outstanding at February [removed: 24, 2021] [added: 18, 2022] | | | | | |
| Common stock, $0.001 par value | | | | | | [removed: 250,974,620] [added: 251,215,563] | | | shares | | |
Certain parts of Trimble Inc. Proxy Statement relating to the annual meeting of stockholders to be held on May [removed: 12, 2021] [added: 25, 2022] (the “Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K.
- [added: the] 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 hardware revenue, sales to U.S. governmental agencies, [added: longer ordering, lead times] and [added: less flexibility to adapt to changes in product mix demand, and] expectations that we will experience less seasonality in the future;
- a continued shift in revenue towards a more significant mix of software and recurring revenue, including subscription, maintenance and [removed: support revenues,] [added: support,] and [removed: services;][added: services revenue;]
- 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 [removed: at least] the [removed: next twelve months;][added: foreseeable future;]
- our belief that our gross unrecognized tax benefits will not materially change in the next twelve months; [removed: 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 [removed: businesses.][added: businesses;]
The forward-looking statements regarding future events and the future results of Trimble Inc. (“Trimble” or “the Company” or “we” or “our” or “us”) are based on current expectations, estimates, forecasts, and projections about the industries in which [removed: Trimble operates, Trimble's] [added: we operate, our] current tax structure, including where [removed: Trimble's] [added: our] assets are deemed to reside for tax purposes, and the beliefs and assumptions of [removed: Trimble] [added: our] management.
Discussions containing such forward-looking statements may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” [removed: below.][added: section of this Annual Report on Form 10-K.]
These forward-looking statements involve certain risks and uncertainties that could cause actual results, levels of activity, performance, achievements, and events to differ materially from those implied by such forward-looking statements, including but not limited to those discussed in this [removed: Report] [added: report] under the section entitled “Risk Factors” and elsewhere, and in other reports [removed: Trimble files] [added: we file] with the Securities and Exchange Commission (“SEC”), specifically the most recent reports on Form 8-K and Form 10-Q, each as it may be amended from time to time.
[removed: 2020] [added: 2021] FORM 10-K ANNUAL REPORT
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| Item 1A | | | [Risk [removed: Factors](#ia0d8a155b89340f9948e24cf9f3ef66d_22)] [added: Factors](#i910039a6cb044dda869738d35f9a9309_22)] | | | [removed: [16](#ia0d8a155b89340f9948e24cf9f3ef66d_22)] [added: [17](#i910039a6cb044dda869738d35f9a9309_22)] | | |
| Item 1B | | | [Unresolved Staff [removed: Comments](#ia0d8a155b89340f9948e24cf9f3ef66d_25)] [added: Comments](#i910039a6cb044dda869738d35f9a9309_25)] | | | [removed: [28](#ia0d8a155b89340f9948e24cf9f3ef66d_25)] [added: [29](#i910039a6cb044dda869738d35f9a9309_25)] | | |
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| Item 4 | | | [Mine Safety [removed: Disclosures](#ia0d8a155b89340f9948e24cf9f3ef66d_34)] [added: Disclosures](#i910039a6cb044dda869738d35f9a9309_34)] | | | [removed: [29](#ia0d8a155b89340f9948e24cf9f3ef66d_34)] [added: [29](#i910039a6cb044dda869738d35f9a9309_34)] | | |
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| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia0d8a155b89340f9948e24cf9f3ef66d_46)] [added: Operations](#i910039a6cb044dda869738d35f9a9309_46)] | | | [removed: [32](#ia0d8a155b89340f9948e24cf9f3ef66d_46)] [added: [32](#i910039a6cb044dda869738d35f9a9309_46)] | | |
| Item 7A | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ia0d8a155b89340f9948e24cf9f3ef66d_49)] [added: Risk](#i910039a6cb044dda869738d35f9a9309_49)] | | | [removed: [48](#ia0d8a155b89340f9948e24cf9f3ef66d_49)] [added: [44](#i910039a6cb044dda869738d35f9a9309_49)] | | |
| Item 8 | | | [Financial Statements and Supplementary [removed: Data](#ia0d8a155b89340f9948e24cf9f3ef66d_55)] [added: Data](#i910039a6cb044dda869738d35f9a9309_55)] | | | [removed: [51](#ia0d8a155b89340f9948e24cf9f3ef66d_55)] [added: [46](#i910039a6cb044dda869738d35f9a9309_55)] | | |
| Item 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ia0d8a155b89340f9948e24cf9f3ef66d_163)] [added: Disclosure](#i910039a6cb044dda869738d35f9a9309_139)] | | | [removed: [85](#ia0d8a155b89340f9948e24cf9f3ef66d_163)] [added: [74](#i910039a6cb044dda869738d35f9a9309_139)] | | |
| Item 9A | | | [Controls and [removed: Procedures](#ia0d8a155b89340f9948e24cf9f3ef66d_166)] [added: Procedures](#i910039a6cb044dda869738d35f9a9309_142)] | | | [removed: [85](#ia0d8a155b89340f9948e24cf9f3ef66d_166)] [added: [74](#i910039a6cb044dda869738d35f9a9309_142)] | | |
| Item 9B | | | [Other [removed: Information](#ia0d8a155b89340f9948e24cf9f3ef66d_169)] [added: Information](#i910039a6cb044dda869738d35f9a9309_145)] | | | [removed: [85](#ia0d8a155b89340f9948e24cf9f3ef66d_169)] [added: [74](#i910039a6cb044dda869738d35f9a9309_145)] | | |
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- supply chain shortages and disruptions resulting in increased costs and reduced revenue;
- our discretion to conduct, suspend, or discontinue our share repurchase program subject to the discretion of our management; and
- our ability to convert backlog to revenue.
| Item 6 | | | [Reserved](#i910039a6cb044dda869738d35f9a9309_43) | | | [31](#i910039a6cb044dda869738d35f9a9309_43) | | |
| Item 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i910039a6cb044dda869738d35f9a9309_1821) | | | [74](#i910039a6cb044dda869738d35f9a9309_1821) | | |
| | | | [Signatures](#i910039a6cb044dda869738d35f9a9309_178) | | | [79](#i910039a6cb044dda869738d35f9a9309_178) | | |
___________________________________________________
____________________________________________________
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[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
| Item 6 | | | [Selected Financial Data](#ia0d8a155b89340f9948e24cf9f3ef66d_1794) | | | [31](#ia0d8a155b89340f9948e24cf9f3ef66d_1794) | | |
| | | | [Signatures](#ia0d8a155b89340f9948e24cf9f3ef66d_199) | | | [88](#ia0d8a155b89340f9948e24cf9f3ef66d_199) | | |
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
An excerpt. Shown here: 40 of 47 rewritten, all 10 added and all 15 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2021 filing and the FY2020 filing.
Page headers and footers: 2 lines differ, not counted above
Lines that repeat across the filing's pages, such as a footer with the company, form, year and page number. A change here is a change in the page, not in what was disclosed.
[Table of Contents](#i910039a6cb044dda869738d35f9a9309_13)
[Table of Contents](#i910039a6cb044dda869738d35f9a9309_13)
Item 2. Properties
2 rewritten, 0 added, 1 removed, 3 unchanged
Read the full itemFY2021 item · filed February 23, 2022FY2020 item · filed February 26, 2021
We also currently own approximately 316 thousand square feet in Dayton, [removed: Ohio] [added: Ohio,] and 250 thousand square feet in Westminster, Colorado.
For financial information regarding leases, [removed: see] [added: refer to] Note 7 [removed: to the Consolidated Financial Statements.][added: of this Annual Report on Form 10-K.]
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
Item 4. Mine Safety Disclosures
0 rewritten, 0 added, 1 removed, 2 unchanged
Read the full itemFY2021 item · filed February 23, 2022FY2020 item · filed February 26, 2021
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
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Lines that repeat across the filing's pages, such as a footer with the company, form, year and page number. A change here is a change in the page, not in what was disclosed.
[Table of Contents](#i910039a6cb044dda869738d35f9a9309_13)
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
10 rewritten, 9 added, 7 removed, 17 unchanged
Read the full itemFY2021 item · filed February 23, 2022FY2020 item · filed February 26, 2021
Our common stock trades on NASDAQ under the symbol “TRMB.” The following graph compares the cumulative five-year total return provided stockholders on our common stock relative to the cumulative total returns of the [removed: NASDAQ Composite Index and] [added: S&P 500 Index,] the S&P 500 Information Technology [added: Index, the S&P 500 Industrials Index, and the NASDAQ Composite] Index.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each of the indexes on December 31, [removed: 2015,] [added: 2016,] and its relative performance is tracked through December 31, [removed: 2020.][added: 2021.]
[removed: ][added: ]
The following table provides information relating to our purchase of equity securities for the fourth quarter of [removed: fiscal 2020:][added: 2021:]
| | | | | | | [removed: Total] [added: Total] Number of Shares [removed: Purchased] [added: Purchased] | | | | | | [removed: Average] [added: Average] Price Paid per [removed: Share] [added: Share] | | | | | | [removed: Total] [added: Total] Number of Shares Purchased as Part of Publicly Announced [removed: Program] [added: Program] | | | | | | [removed: Maximum] [added: Maximum] Approximate Dollar Value of Shares that May Yet Be Purchased Under the [removed: Program] [added: Program] | | | | | |
In [removed: November 2017,] [added: August 2021,] our Board of Directors approved a [removed: stock] [added: new share] repurchase program [removed: (“2017] [added: (“2021] Stock Repurchase [removed: Program”),] [added: Program”)] authorizing [removed: us to repurchase] up to [removed: $600.0] [added: $750.0] million [added: in repurchases] of our common stock.
The [removed: program] [added: 2021 Stock Repurchase Program] may be suspended, modified, or discontinued at any time [added: at] without [removed: public] [added: prior] notice.
During [removed: fiscal 2020,] [added: 2021,] we repurchased approximately [removed: 1.9] [added: 2.1] million shares of common stock in open market purchases under [removed: the] [added: our] 2017 [added: and 2021] Stock Repurchase [removed: Program,] [added: Programs,] at an average price of [removed: $43.40] [added: $85.75] per share, for a total of [removed: $81.6] [added: $180.0] million.
At the end of [removed: fiscal 2020,] [added: 2021,] the [removed: 2017] [added: 2021] Stock Repurchase Program had remaining authorized funds of [removed: $90.7] [added: $610.0] million.
As of February [removed: 24, 2021,] [added: 18, 2022,] there were approximately [removed: 536] [added: 520] holders of record of our common stock.
Trimble was added to the S&P 500 during 2021.
We also added the S&P 500 Industrials Index, as both S&P 500 Information Technology and S&P 500 Industrials provide a better comparison with Trimble’s stock than either index individually.
| October 2, 2021 – November 5, 2021 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 649,995,416 | | | | |
| November 6, 2021 – December 3, 2021 | | | | | | 459,372 | | | | | | $ | 87.08 | | | | | 459,372 | | | | | | $ | 610,000,115 | | | | |
| December 4, 2021 – December 31, 2021 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 610,000,115 | | | | |
| Total | | | | | | 459,372 | | | | | | | | | | | | 459,372 | | | | | | | | | | | |
Under the 2021 Stock Repurchase Program, the share repurchase authorization does not have an expiration date and supersedes and replaces the $600.0 million share repurchase authorization approved by our Board of Directors in November 2017 (“2017 Stock Repurchase Program”), of which $50.7 million was remaining and has been cancelled.
Under the 2021 Stock Repurchase Program, we may repurchase shares from time to time, subject to business and market conditions and other investment opportunities, through open market transactions, privately-negotiated transactions, accelerated stock repurchase plans, or by other means.
The timing and actual number of any shares repurchased will depend on a variety of factors, including market conditions, our share price, other available uses of capital, applicable legal requirements, and other factors.
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
| October 3, 2020 – November 6, 2020 | | | | | | 41,818 | | | | | | $ | 47.83 | | | | | 41,818 | | | | | | $ | 92,361,073 | | | | |
| November 7, 2020 – December 4, 2020 | | | | | | 4,700 | | | | | | $ | 61.77 | | | | | 4,700 | | | | | | $ | 92,070,742 | | | | |
| December 5, 2020 – January 1, 2021 | | | | | | 21,666 | | | | | | $ | 61.97 | | | | | 21,666 | | | | | | $ | 90,728,167 | | | | |
| Total | | | | | | 68,184 | | | | | | | | | | | | 68,184 | | | | | | | | | | | |
The 2017 Stock Repurchase Program does not have an expiration date.
The timing and amount of repurchase transactions is determined by our management based on the evaluation of market conditions, share price, legal requirements, and other factors.
Page headers and footers: 1 line differs, not counted above
Lines that repeat across the filing's pages, such as a footer with the company, form, year and page number. A change here is a change in the page, not in what was disclosed.
[Table of Contents](#i910039a6cb044dda869738d35f9a9309_13)
Item 6. Reserved
0 rewritten, 0 added, 5 removed, 0 unchanged
Read the full itemFY2021 item · filed February 23, 2022FY2020 item · filed February 26, 2021
Not applicable.
Financial information related to fiscal 2017 and 2016 may be found in Part II, Item 6.
Selected Financial Data in our fiscal 2019 Form 10-K filed with the SEC on February 28, 2020.
Please refer to the consolidated financial statements included herein in Part II-[Item 8](#ia0d8a155b89340f9948e24cf9f3ef66d_55) [Financial Statements and Supplementary Data](#ia0d8a155b89340f9948e24cf9f3ef66d_55) for fiscal year 2020, 2019 and 2018 information.
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
Page headers and footers: 1 line differs, not counted above
Lines that repeat across the filing's pages, such as a footer with the company, form, year and page number. A change here is a change in the page, not in what was disclosed.
[Table of Contents](#i910039a6cb044dda869738d35f9a9309_13)
Item 8. Financial Statements and Supplementary Data
403 rewritten, 126 added, 254 removed, 493 unchanged
Read the full itemFY2021 item · filed February 23, 2022FY2020 item · filed February 26, 2021
| At the End of [removed: Fiscal] Year | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Cash and cash equivalents | | | $ | [removed: 237.7] [added: 325.7] | | | | | $ | [removed: 189.2] [added: 237.7] | |
| Accounts receivable, net | | | [removed: 620.5] [added: 624.8] | | | | | | [removed: 608.2] [added: 620.5] | | |
| Inventories | | | [removed: 301.7] [added: 363.3] | | | | | | [removed: 312.1] [added: 301.7] | | |
| Other current assets | | | [removed: 121.5] [added: 136.8] | | | | | | [removed: 102.3] [added: 121.5] | | |
| Total current assets | | | [removed: 1,281.4] [added: 1,450.6] | | | | | | [removed: 1,211.8] [added: 1,281.4] | | |
| Property and equipment, net | | | [removed: 251.8] [added: 233.2] | | | | | | [removed: 241.4] [added: 251.8] | | |
| Operating lease right-of-use assets | | | [removed: 128.9] [added: 141.0] | | | | | | [removed: 140.3] [added: 128.9] | | |
| Goodwill | | | [removed: 3,876.5] [added: 3,981.5] | | | | | | [removed: 3,680.6] [added: 3,876.5] | | |
| Other purchased intangible assets, net | | | [removed: 580.1] [added: 506.6] | | | | | | [removed: 678.7] [added: 580.1] | | |
| Deferred income tax assets | | | [removed: 510.2] [added: 502.0] | | | | | | [removed: 475.5] [added: 510.2] | | |
| Other non-current assets | | | [removed: 248.0] [added: 284.7] | | | | | | [removed: 212.4] [added: 248.0] | | |
| Total assets | | | $ | [removed: 6,876.9] [added: 7,099.6] | | | | | $ | [removed: 6,640.7] [added: 6,876.9] | |
| Short-term debt | | | $ | [removed: 255.8] [added: —] | | | | | $ | [removed: 219.0] [added: 255.8] | |
| Accounts payable | | | [removed: 143.2] [added: 207.3] | | | | | | [removed: 159.3] [added: 143.2] | | |
| Accrued compensation and benefits | | | [removed: 166.8] [added: 231.0] | | | | | | [removed: 123.5] [added: 166.8] | | |
| Deferred revenue | | | [removed: 560.5] [added: 548.8] | | | | | | [removed: 490.4] [added: 560.5] | | |
| Other current liabilities | | | [removed: 185.0] [added: 201.5] | | | | | | [removed: 198.1] [added: 185.0] | | |
| Total current liabilities | | | [removed: 1,311.3] [added: 1,188.6] | | | | | | [removed: 1,190.3] [added: 1,311.3] | | |
| Long-term debt | | | [removed: 1,291.4] [added: 1,293.2] | | | | | | [removed: 1,624.2] [added: 1,291.4] | | |
| Deferred revenue, non-current | | | [removed: 53.3] [added: 83.0] | | | | | | [removed: 51.5] [added: 53.3] | | |
| Deferred income tax liabilities | | | [removed: 300.3] [added: 263.1] | | | | | | [removed: 318.2] [added: 300.3] | | |
| Income taxes payable | | | [removed: 62.2] [added: 54.5] | | | | | | [removed: 69.1] [added: 62.2] | | |
| Operating lease liabilities | | | [removed: 109.2] [added: 121.4] | | | | | | [removed: 114.1] [added: 109.2] | | |
| Other non-current liabilities | | | [removed: 150.6] [added: 151.1] | | | | | | [removed: 152.9] [added: 150.6] | | |
| Total liabilities | | | [removed: 3,278.3] [added: 3,154.9] | | | | | | [removed: 3,520.3] [added: 3,278.3] | | |
| Common stock, $0.001 par value; 360.0 shares authorized; [removed: 250.8] [added: 250.9] and [removed: 249.9] [added: 250.8] shares issued and outstanding at the end of [removed: fiscal 2020] [added: 2021] and [removed: 2019, respectively] [added: 2020] | | | 0.3 | | | | | | [removed: 0.2] [added: 0.3] | | |
| Additional paid-in-capital | | | [removed: 1,801.7] [added: 1,935.6] | | | | | | [removed: 1,692.8] [added: 1,801.7] | | |
| Retained earnings | | | [removed: 1,893.4] [added: 2,170.5] | | | | | | [removed: 1,602.8] [added: 1,893.4] | | |
| Accumulated other comprehensive loss | | | [removed: (98.5)] [added: (161.7)] | | | | | | [removed: (176.8)] [added: (98.5)] | | |
| Total Trimble Inc. stockholders’ equity | | | [removed: 3,596.9] [added: 3,944.7] | | | | | | [removed: 3,119.0] [added: 3,596.9] | | |
| Noncontrolling interests | | | [removed: 1.7] [added: —] | | | | | | [removed: 1.4] [added: 1.7] | | |
| Total stockholders' equity | | | [removed: 3,598.6] [added: 3,944.7] | | | | | | [removed: 3,120.4] [added: 3,598.6] | | |
| Total liabilities and stockholders’ equity | | | $ | [removed: 6,876.9] [added: 7,099.6] | | | | | $ | [removed: 6,640.7] [added: 6,876.9] | |
| Product | | | $ | [removed: 1,828.0] [added: 2,247.5] | | | | | $ | [removed: 1,934.8] [added: 1,828.0] | | | | | $ | [removed: 1,999.9] [added: 1,934.8] | |
| Service | | | [removed: 644.8] [added: 649.4] | | | | | | [removed: 686.2] [added: 644.8] | | | | | | [removed: 588.7] [added: 686.2] | | |
| Subscription | | | [removed: 674.9] [added: 762.2] | | | | | | [removed: 643.3] [added: 674.9] | | | | | | [removed: 519.8] [added: 643.3] | | |
| Total revenue | | | [removed: 3,147.7] [added: 3,659.1] | | | | | | [removed: 3,264.3] [added: 3,147.7] | | | | | | [removed: 3,108.4] [added: 3,264.3] | | |
| Product | | | [removed: 855.0] [added: 1,090.1] | | | | | | [removed: 939.4] [added: 855.0] | | | | | | [removed: 938.9] [added: 939.4] | | |
| Service | | | [removed: 234.5] [added: 229.9] | | | | | | [removed: 253.9] [added: 234.5] | | | | | | [removed: 247.3] [added: 253.9] | | |
| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |
| Net income | | | | | | | | | | | | | | | | | | | | | 492.7 | | | | | | | | | | | | 492.7 | | | | | | 0.1 | | | | | | 492.8 | | |
| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 429.5 | | | | | | | | | | | | 429.6 | | |
| Stock repurchases | | | (2.1) | | | | | | — | | | | | | (15.7) | | | | | | (164.3) | | | | | | — | | | | | | (180.0) | | | | | | — | | | | | | (180.0) | | |
| Balance at the end of 2021 | | | 250.9 | | | | | | $ | 0.3 | | | | | $ | 1,935.6 | | | | | $ | 2,170.5 | | | | | $ | (161.7) | | | | | $ | 3,944.7 | | | | | $ | — | | | | | $ | 3,944.7 | |
| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |
| Divestitures (gain) loss, net | | | (43.9) | | | | | | (12.2) | | | | | | (12.4) | | |
| Other, net | | | 19.2 | | | | | | 42.4 | | | | | | 10.1 | | |
| Net proceeds from sale of businesses | | | 67.3 | | | | | | 27.5 | | | | | | 0.5 | | |
| Net proceeds from sale of property and equipment | | | 20.8 | | | | | | 0.4 | | | | | | 0.4 | | |
| Other, net | | | (9.4) | | | | | | (1.0) | | | | | | 13.6 | | |
Product revenue includes hardware and software licenses.
Service
Subscription revenue includes software as a service (“SaaS”), data, and hosting services.
The provision for credit losses for the years ended 2021, 2020 and 2019 were $2.6 million, $7.1 million, and $6.5 million.
At the end of 2021 and 2020, deferred costs to obtain customer contracts were $59.7 million and $51.3 million.
These costs are included in Other non-current assets in the Consolidated Balance Sheets.
We account for business combinations using the acquisition method of accounting whereby certain identifiable assets and liabilities of the acquired business and any noncontrolling interest in the acquiree are recorded at their estimated fair values as of the acquisition date.
Acquisition-related expenses and related restructuring costs are expensed as incurred.
Assets and liabilities recorded in foreign currency are translated to U.S. dollars at the exchange rates on the balance sheet date.
Translation adjustments resulting from this process are recorded to other comprehensive income.
Business Combinations—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers
In October 2021, the FASB issued amendments to improve, simplify, and provide consistency for recognition and measurement of acquired contract assets and contract liabilities from revenue contracts in a business combination.
The amendments require that an acquirer recognize and measure contract assets and contract liabilities under Topic 606, *Revenue from Contracts with Customers*, as if it had originated the contracts.
The amendments also allow for election of certain practical expedients, which are applied on an acquisition-by-acquisition basis.
The new accounting amendments are effective for the Company beginning in 2023 with prospective application.
Early adoption is permitted, including in any interim period, and if elected, the amendments are applied retrospectively for any acquisitions that occurred in the year of interim adoption.
We early adopted the guidance in the fourth quarter of 2021 retrospectively to all business combinations completed since the beginning of 2021.
| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |
Anti-dilutive stock-based awards excluded from the calculations of diluted EPS were immaterial during the periods presented.
On December 13, 2021, we acquired AgileAssets, with total purchase consideration of $237.5 million.
AgileAssets is a provider of SaaS solutions for transportation asset lifecycle management.
The financial results have been included in our consolidated financial statements since the date of the acquisition.
The acquisition contributed less than 1% of our total revenue during 2021.
For the AgileAssets acquisition in 2021, the preliminary allocation of purchase price was based upon preliminary fair value estimates and analyses, including preliminary work performed by third-party valuation specialists, which could change within the measurement period as valuations are finalized.
The primary areas that remain preliminary relate to the fair values of intangible assets acquired and certain tangible assets and liabilities acquired.
We expect to finalize the valuation as soon as practicable, but no later than one year from the acquisition date.
| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |
Intangible Assets
| | | | | | | $ | 1,737.7 | | | | | $ | (1,231.1) | | | | | $ | 506.6 | | | | | $ | 1,903.4 | | | | | $ | (1,323.3) | | | | | $ | 580.1 | |
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fiscal Years | | | 2020 | | | | | | 2019 | | | | | | 2018 | | |
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| Fiscal Years | | | 2020 | | | | | | 2019 | | | | | | 2018 | | |
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
| 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 | | |
| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 228.1 | | | | | | | | | | | | 228.6 | | |
| Stock repurchases | | | (2.4) | | | | | | — | | | | | | (14.7) | | | | | | (75.3) | | | | | | — | | | | | | (90.0) | | | | | | — | | | | | | (90.0) | | |
| Tax benefit from stock option exercises | | | — | | | | | | — | | | | | | — | | | | | | 3.6 | | | | | | — | | | | | | 3.6 | | | | | | — | | | | | | 3.6 | | |
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
| Fiscal Years | | | 2020 | | | | | | 2019 | | | | | | 2018 | | |
| Provision for credit losses | | | 7.1 | | | | | | 6.5 | | | | | | 3.4 | | |
| Non-cash restructuring expense | | | 11.4 | | | | | | 2.1 | | | | | | 0.5 | | |
| (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 | | |
| 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 | | |
| Other, net | | | (16.5) | | | | | | (14.4) | | | | | | (9.1) | | |
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
We present revenue and cost of sales separately for products, services, and subscriptions.
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
Services
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.
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.
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fiscal Years | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | |
An excerpt. Shown here: 40 of 403 rewritten, 40 of 126 added and 40 of 254 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2021 filing and the FY2020 filing.
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Item 9A. Controls and Procedures
4 rewritten, 0 added, 0 removed, 12 unchanged
Read the full itemFY2021 item · filed February 23, 2022FY2020 item · filed February 26, 2021
We have excluded from our evaluation [added: of] the internal control over financial reporting [removed: of all] [added: the] current year [removed: acquisitions,] [added: acquisition,] which [removed: are] [added: is] included in the [removed: January 1,] [added: December 31,] 2021 consolidated financial statements and constituted less than 1% of tangible assets and net assets, respectively, as of [removed: January 1,] [added: December 31,] 2021, and less than 1% of revenue and net income, respectively, for the year then ended.
Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective at the end of [removed: fiscal 2020.][added: 2021.]
The effectiveness of our internal control over financial reporting at the end of [removed: fiscal 2020] [added: 2021] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included elsewhere herein.
During the fourth quarter of [removed: fiscal 2020,] [added: 2021,] there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
0 rewritten, 0 added, 2 removed, 1 unchanged
Read the full itemFY2021 item · filed February 23, 2022FY2020 item · filed February 26, 2021
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
PART III
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
0 rewritten, 2 added, 0 removed, 0 unchanged
New section this year
Read the full itemFY2021 item · filed February 23, 2022
Not applicable.
PART III
Page headers and footers: 1 line differs, not counted above
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Item 10. Directors, Executive Officers and Corporate Governance
3 rewritten, 1 added, 0 removed, 4 unchanged
Read the full itemFY2021 item · filed February 23, 2022FY2020 item · filed February 26, 2021
The information required by this item, insofar as it relates to [removed: Trimble’s] [added: our] directors, will be contained under the captions “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement and is incorporated herein by reference.
The information required by this item relating to executive officers is set forth above in [Item 1 [removed: Business](#ia0d8a155b89340f9948e24cf9f3ef66d_19)] [added: Business](#i910039a6cb044dda869738d35f9a9309_19)] Overview under the caption “Executive Officers.”
If any substantive amendments to the Business Ethics and Conduct Policy are made or any waivers are granted, including any implicit waiver, from a provision of the Business Ethics and Conduct Policy, to its Chief Executive Officer, Chief Financial Officer, or Chief Accounting [removed: Officer] [added: Officer,] we will disclose the nature of such amendment or waiver on our website at www.trimble.com or in a report on Form 8-K.
The contents of these websites are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file or furnish with the SEC, and any reference to these websites are intended to be inactive textual references only.
Item 14. Principal Accounting Fees and Services
0 rewritten, 0 added, 1 removed, 2 unchanged
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[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
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Item 15. Exhibits and Financial Statement Schedules.
10 rewritten, 0 added, 0 removed, 6 unchanged
Read the full itemFY2021 item · filed February 23, 2022FY2020 item · filed February 26, 2021
The following consolidated financial statements required by this item are included in Part II Item 8 hereof under the caption “Financial Statements and Supplementary [removed: Data.”][added: Data.]
| [Consolidated Balance [removed: Sheets](#ia0d8a155b89340f9948e24cf9f3ef66d_58)] [added: Sheets](#i910039a6cb044dda869738d35f9a9309_58)] | | | [removed: [52](#ia0d8a155b89340f9948e24cf9f3ef66d_58)] [added: [46](#i910039a6cb044dda869738d35f9a9309_58)] | | |
| [Consolidated Statements of [removed: Income](#ia0d8a155b89340f9948e24cf9f3ef66d_64)] [added: Income](#i910039a6cb044dda869738d35f9a9309_64)] | | | [removed: [53](#ia0d8a155b89340f9948e24cf9f3ef66d_64)] [added: [47](#i910039a6cb044dda869738d35f9a9309_64)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#ia0d8a155b89340f9948e24cf9f3ef66d_67)] [added: Income](#i910039a6cb044dda869738d35f9a9309_67)] | | | [removed: [54](#ia0d8a155b89340f9948e24cf9f3ef66d_67)] [added: [48](#i910039a6cb044dda869738d35f9a9309_67)] | | |
| [Consolidated Statements of Stockholders’ [removed: Equity](#ia0d8a155b89340f9948e24cf9f3ef66d_73)] [added: Equity](#i910039a6cb044dda869738d35f9a9309_73)] | | | [removed: [55](#ia0d8a155b89340f9948e24cf9f3ef66d_73)] [added: [49](#i910039a6cb044dda869738d35f9a9309_73)] | | |
| [Consolidated Statements of Cash [removed: Flows](#ia0d8a155b89340f9948e24cf9f3ef66d_76)] [added: Flows](#i910039a6cb044dda869738d35f9a9309_79)] | | | [removed: [56](#ia0d8a155b89340f9948e24cf9f3ef66d_76)] [added: [50](#i910039a6cb044dda869738d35f9a9309_79)] | | |
| [Notes to Consolidated Financial [removed: Statements](#ia0d8a155b89340f9948e24cf9f3ef66d_79)] [added: Statements](#i910039a6cb044dda869738d35f9a9309_82)] | | | [removed: [57](#ia0d8a155b89340f9948e24cf9f3ef66d_79)] [added: [51](#i910039a6cb044dda869738d35f9a9309_82)] | | |
| [Reports of Independent Registered Public Accounting [removed: Firm](#ia0d8a155b89340f9948e24cf9f3ef66d_160)] [added: Firm](#i910039a6cb044dda869738d35f9a9309_136)] | | | [removed: [81](#ia0d8a155b89340f9948e24cf9f3ef66d_160)] [added: [71](#i910039a6cb044dda869738d35f9a9309_136)] | | |
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes included in this [added: Annual Report on] Form 10-K.
We have filed, or incorporated into the Report by reference, the exhibits listed on the accompanying Index to Exhibits immediately preceding the signature page of this [added: Annual Report on] Form 10-K.
Item 16. Form 10-K Summary.
32 rewritten, 5 added, 11 removed, 63 unchanged
Read the full itemFY2021 item · filed February 23, 2022FY2020 item · filed February 26, 2021
| 4.3(C) | | | [Second Supplemental Indenture, dated October 1, 2016, [removed: between Trimble Inc., Trimble Navigation Limited and] [added: between](http://www.sec.gov/Archives/edgar/data/864749/000134100416001666/ex4-2.htm) [the Company](http://www.sec.gov/Archives/edgar/data/864749/000134100416001666/ex4-2.htm) [and] U.S. Bank National Association](http://www.sec.gov/Archives/edgar/data/864749/000134100416001666/ex4-2.htm) | | | Exhibit 4.2 to Form 8-K filed October 3, 2016 | | |
| 4.3(D) | | | [Third Supplemental Indenture, dated June 15, 2018, [removed: between Trimble Inc. and] [added: between](http://www.sec.gov/Archives/edgar/data/864749/000119312518194378/d757275dex41.htm) [the Company](http://www.sec.gov/Archives/edgar/data/864749/000119312518194378/d757275dex41.htm) [and] U.S. Bank National Association (which includes Form of 4.150% Senior Note due 2023 and Form of 4.900% Senior Note due 2028)](http://www.sec.gov/Archives/edgar/data/864749/000119312518194378/d757275dex41.htm) | | | Exhibit 4.1 to Form 8-K filed June 15, 2018 | | |
| 10.1(A) | | | [Lease dated May 11, 2005 [removed: between Carr] [added: between](http://www.sec.gov/Archives/edgar/data/864749/000086474906000016/ex1017.htm) [the Comp](http://www.sec.gov/Archives/edgar/data/864749/000086474906000016/ex1017.htm)[any and](http://www.sec.gov/Archives/edgar/data/864749/000086474906000016/ex1017.htm) [Carr] America Realty Operating Partnership, [removed: L.P. and the Company](http://www.sec.gov/Archives/edgar/data/864749/000086474906000016/ex1017.htm)] [added: L.P.](http://www.sec.gov/Archives/edgar/data/864749/000086474906000016/ex1017.htm)] | | | Exhibit 10.17 to Form 10-K filed March 10, 2006 | | |
| 10.1(B) | | | [First Amendment to Lease [removed: between Carr] [added: between](http://www.sec.gov/Archives/edgar/data/864749/000119312511050403/dex1023.htm) [the Company and](http://www.sec.gov/Archives/edgar/data/864749/000119312511050403/dex1023.htm) [Carr] NP Properties, [removed: LLC and the Company](http://www.sec.gov/Archives/edgar/data/864749/000119312511050403/dex1023.htm)] [added: LLC](http://www.sec.gov/Archives/edgar/data/864749/000119312511050403/dex1023.htm)] | | | Exhibit 10.23 to Form 10-K filed March 1, 2011 | | |
| 10.2(A) | | | [Credit Agreement dated as of May 15, 2018 by and [removed: among Trimble Inc.,] [added: among](http://www.sec.gov/Archives/edgar/data/864749/000119312518165239/d589349dex101.htm) [the Company](http://www.sec.gov/Archives/edgar/data/864749/000119312518165239/d589349dex101.htm)[,] the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A.](http://www.sec.gov/Archives/edgar/data/864749/000119312518165239/d589349dex101.htm) | | | Exhibit 10.1 to Form 8-K filed May 16, 2018 | | |
| 10.2(B) | | | [Extension and Amendment Agreement, dated May 4, 2020, amending Credit Agreement dated May 15, 2018, by and [removed: among Trimble Inc.,] [added: among](https://www.sec.gov/Archives/edgar/data/864749/000086474920000048/ex101creditagreementam.htm) [the Company](https://www.sec.gov/Archives/edgar/data/864749/000086474920000048/ex101creditagreementam.htm)[,] the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.](https://www.sec.gov/Archives/edgar/data/864749/000086474920000048/ex101creditagreementam.htm) | | | Exhibit 10.1 to Form 8-K filed May 6, 2020 | | |
| 10.7+ | | | [Age and Service Equity Vesting [removed: Program](http://www.sec.gov/Archives/edgar/data/864749/000086474917000066/a103ageandserviceequityves.htm)] [added: Pro](https://www.sec.gov/Archives/edgar/data/864749/000086474921000137/trmb-3rdq2021xex101.htm)[gram](https://www.sec.gov/Archives/edgar/data/864749/000086474921000137/trmb-3rdq2021xex101.htm)[, as amended August 6, 2021](https://www.sec.gov/Archives/edgar/data/864749/000086474921000137/trmb-3rdq2021xex101.htm)] | | | Exhibit [removed: 10.3] [added: 10.1] to Form 10-Q filed [removed: August 8, 2017] [added: November 4, 2021] | | |
| [removed: 10.9(A)+] [added: 10.9(J)+] | | | [2002 Stock [removed: Plan, as amended January 1, 2019](http://www.sec.gov/Archives/edgar/data/864749/000086474919000069/trimble2002stockplanasamen.htm)] [added: Plan - Form of glob](http://www.sec.gov/Archives/edgar/data/864749/000086474919000132/trmb-2ndq2019xex101glo.htm)[al](http://www.sec.gov/Archives/edgar/data/864749/000086474919000132/trmb-2ndq2019xex101glo.htm) [performance](http://www.sec.gov/Archives/edgar/data/864749/000086474919000132/trmb-2ndq2019xex101glo.htm) [stock un](http://www.sec.gov/Archives/edgar/data/864749/000086474919000132/trmb-2ndq2019xex101glo.htm)[it award agreement (officers)](http://www.sec.gov/Archives/edgar/data/864749/000086474919000132/trmb-2ndq2019xex101glo.htm)] | | | Exhibit 10.1 to Form 10-Q filed [removed: May 7,] [added: August 2,] 2019 | | |
| [removed: 10.9(J)+] [added: 10.9(M)+] | | | [2002 Stock Plan - Form of [removed: global] performance stock unit award agreement [removed: (officers)](http://www.sec.gov/Archives/edgar/data/864749/000086474919000132/trmb-2ndq2019xex101glo.htm)] [added: (ARR-based)](https://www.sec.gov/Archives/edgar/data/864749/000086474921000109/trmb-2ndq2021xex101.htm)] | | | Exhibit 10.1 to Form 10-Q filed August [removed: 2, 2019] [added: 9, 2021] | | |
| 10.10+ | | | [removed: [Annual Management Incentive] [added: [Trimble OneBonus] Plan [removed: Description](http://www.sec.gov/Archives/edgar/data/864749/000086474917000038/trimblemipdescriptionmay20.htm)] [added: Description](https://www.sec.gov/Archives/edgar/data/864749/000086474921000026/exh101top.htm)] | | | Exhibit 10.1 to Form [removed: 10-Q] [added: 8-K] filed [removed: May 8, 2017] [added: February 25, 2021] | | |
| 10.15+ | | | [Change in Control Severance Agreement between the Company and Robert G. Painter dated January 4, 2020](https://www.sec.gov/Archives/edgar/data/864749/000086474921000029/ex1015paintercic.htm) | | | [removed: Filed herewith] [added: Exhibit 10.15 to Form 10-K filed February 26, 2021] | | |
| 10.16+ | | | [Executive Severance Agreement between the Company and Robert G. Painter dated January 4, 2020](https://www.sec.gov/Archives/edgar/data/864749/000086474921000029/ex1016painterexecsev.htm) | | | [removed: Filed herewith] [added: Exhibit 10.16 to Form 10-K filed February 26, 2021] | | |
| 21.1 | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/864749/000086474921000029/ex211202010k.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/864749/000086474922000044/ex211202110k.htm)] | | | Filed herewith | | |
| 23.1 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/864749/000086474921000029/ex231202010k.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/864749/000086474922000044/ex231202110k.htm)] | | | Filed herewith | | |
| 31.1 | | | [Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/864749/000086474921000029/ex311202010k.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/864749/000086474922000044/ex311202110k.htm)] | | | Filed herewith | | |
| 31.2 | | | [Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/864749/000086474921000029/ex312202010k.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/864749/000086474922000044/ex312202110k.htm)] | | | Filed herewith | | |
| 32.1 | | | [Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/864749/000086474921000029/ex321202010k.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/864749/000086474922000044/ex321202110k.htm)] | | | Filed herewith | | |
| 32.2 | | | [Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/864749/000086474921000029/ex322202010k.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/864749/000086474922000044/ex322202110k.htm)] | | | Filed herewith | | |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report [added: of this Annual Report] on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
[added: | | | | | | |] TRIMBLE INC. [added: | | |]
Painter as his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this Report [added: of this Annual Report] on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
| /s/ ROBERT G. PAINTER Robert G. Painter | | | | | | President, Chief Executive Officer, Director | | | | | | February [removed: 26, 2021] [added: 22, 2022] | | |
| /s/ DAVID G. BARNES David G. Barnes | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 26, 2021] [added: 22, 2022] | | |
| [removed: /s/] [added: /s/] JULIE A. SHEPARD Julie A. Shepard | | | | | | Chief Accounting Officer (Principal Accounting Officer) | | | | | | February [removed: 26, 2021] [added: 22, 2022] | | |
| /s/ STEVEN W. BERGLUND Steven W. Berglund | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 22, 2022] | | |
| /s/ JAMES C. DALTON James C. Dalton | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 22, 2022] | | |
| /s/ BORJE EKHOLM Börje Ekholm | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 22, 2022] | | |
| /s/ KAIGHAM (KEN) GABRIEL Kaigham (Ken) Gabriel | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 22, 2022] | | |
| /s/ MEAGHAN LLOYDMeaghan Lloyd | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 22, 2022] | | |
| /s/ SANDRA MACQUILLAN Sandra MacQuillan | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 22, 2022] | | |
| /s/ MARK S. PEEK Mark S. Peek | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 22, 2022] | | |
| /s/ JOHAN WIBERGH Johan Wibergh | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 22, 2022] | | |
| 10.9(A)+ | | | [2002 Stock Plan, as amended April 6, 2020](https://www.sec.gov/Archives/edgar/data/864749/000086474920000039/trimble-2020proxystatement.htm) | | | Appendix B of Form DEF 14A filed April 15, 2020 | | |
| 10.9(N)+ | | | [2002 Stock Plan - Form of performance stock unit award agreement (TSR-based, 2021 revision)](https://www.sec.gov/Archives/edgar/data/864749/000086474921000109/trmb-2ndq2021xex102.htm) | | | Exhibit 10.2 to Form 10-Q filed August 9, 2021 | | |
February 22, 2022
| /s/ ANN FANDOZZI Ann Fandozzi | | | | | | Director | | | | | | February 22, 2022 | | |
| /s/ THOMAS W. SWEET Thomas W. Sweet | | | | | | Director | | | | | | February 22, 2022 | | |
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
| 2.1 | | | [Agreement and Plan of Merger dated September 30, 2016 between Trimble Inc. and Trimble Navigation Limited](http://www.sec.gov/Archives/edgar/data/864749/000134100416001666/ex2-1.htm) | | | Exhibit 2.1 to Form 8-K filed October 3, 2016 | | |
| 2.2 | | | [Stock Purchase Agreement dated as of February 2, 2018 by and among Trimble Inc., e‑Builder, Inc. and the stockholders of e-Builder named therein](http://www.sec.gov/Archives/edgar/data/864749/000119312518030157/d501075dex21.htm) | | | Exhibit 2.1 to Form 8-K filed February 2, 2018 | | |
| 2.3 | | | [Agreement and Plan of Merger dated April 23, 2018, regarding the acquisition of Viewpoint, Inc.](http://www.sec.gov/Archives/edgar/data/864749/000119312518127126/d573173dex21.htm) | | | Exhibit 2.1 to Form 8-K filed April 24, 2018 | | |
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
| 10.17+ | | | [Severance Agreement between the Company and Michael D. Bank dated October 16, 2020](https://www.sec.gov/Archives/edgar/data/864749/000086474921000029/ex1017mikebank.htm) | | | Filed herewith | | |
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
February 26, 2021
[Table](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [of](#ia0d8a155b89340f9948e24cf9f3ef66d_13) [Contents](#ia0d8a155b89340f9948e24cf9f3ef66d_13)
| /s/ MERIT E. JANOW Merit E. Janow | | | | | | Director | | | | | | February 26, 2021 | | |
| /s/ RON S. NERSESIAN Ron S. Nersesian | | | | | | Director | | | | | | February 26, 2021 | | |
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